Real Property. (a) Seller does not own any real property used in the Business. (b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease: (i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Oclaro, Inc.), Option Agreement (Oclaro, Inc.), Asset Purchase Agreement (Ii-Vi Inc)
Real Property. Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and with respect to clauses (a) Seller does not own and (b), except with respect to any of Parent’s Oil and Gas Properties, (a) Parent and its Subsidiaries hold (i) good, valid and marketable title to all material real property used in the Business.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased owned by the Seller Parent or any Affiliate of its Subsidiaries (collectively, including the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelythereon, the “Parent Owned Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances; and (ii) valid title to the leasehold estates (whether as tenant or subtenant) and valid interests in all licenses or occupancy agreements to license or otherwise occupy (whether as tenant, subtenant, licensee or occupant) all real property leased, subleased, licensed, or otherwise occupied by Parent and its Subsidiaries (collectively, including the improvements thereon, the “Parent Leased Real Property”), free and a true and complete list clear of all leasesEncumbrances, subleasesexcept Permitted Encumbrances; (b) each agreement under which Parent or any Subsidiary of Parent is the landlord, licensessublandlord, concessions and other agreements (whether written tenant, subtenant, licensor, licensee, or oral), including all amendments, extensions renewals, guaranties and other agreements occupant with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Parent Leased Real Property (each, a “Parent Real Property Lease”) is in full force and effect and is valid and enforceable against Parent or such Subsidiary and, to the knowledge of Parent, the other parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, has received written notice of any default by Parent or its Subsidiaries under any Parent Real Property Lease which remains uncured as of the date of this Agreement; and (c) as of the date of this Agreement, to the knowledge of Parent, there does not exist any notice or request from any Governmental Entity delivered to Parent or any portion thereof; and
(ii) Seller of its Subsidiaries requiring any construction work or such Affiliate alterations to cure any violation of applicable Law by Parent or any of its Subsidiaries which remains uncured as of the Seller has not pledgeddate of this Agreement nor, mortgaged any pending or, to the knowledge of Parent, threatened, condemnation or otherwise granted an Encumbrance on its leasehold interest in eminent domain Proceedings with respect to any of the Parent’s Oil and Gas Properties, Parent Owned Real Property or Parent Leased Real Property.
(c) Neither Seller nor any Affiliate . Each of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Parent and its Subsidiaries holds such Parent Owned Real Property and Parent Leased Real PropertyProperty as are sufficient to conduct its business as presently conducted, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could except as has not and would not reasonably be expected to adversely affect have, individually or in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28aggregate, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersa Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Baytex Energy Corp.), Merger Agreement (Ranger Oil Corp), Merger Agreement (Ranger Oil Corp)
Real Property. (a) Seller does not own any All real property and interests in real property owned in fee by it or any of its Subsidiaries (individually, an “Owned Property”) and all real property and interests in real property leased, subleased, licensed used or otherwise occupied by it or one of its Subsidiaries and any prime or underlying leases, subleases, licenses or other use or occupancy agreements relating thereto (individually, a “Leased Property”) are set forth or described in the Business.
Form 10-K filed by it with the SEC for the year ended December 31, 2015 or otherwise Previously Disclosed, except for any Owned Property or Leased Property which is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole. It or its Subsidiaries, as applicable, has good and valid fee title to all Owned Property and good and valid leasehold title to all Leased Property (ban Owned Property or Leased Property being sometimes referred to herein, individually, as a “Property” and, collectively, the “Properties”), in each case subject only to (i) Part 2.13(b(x) Liens described in the Form 10-K filed by it with the SEC for the year ended December 31, 2015, (y) Liens which are Previously Disclosed or of record and not material, or (z) inchoate workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of it or any of its Subsidiaries or that individually or in the aggregate, do not impair, and would not reasonably be expected to impair, the continued use and operation of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily Property to which they relate in the conduct of the Business business of it or its Subsidiaries as currently conducted presently conducted, (together ii) leases, subleases and similar agreements Previously Disclosed or for the benefit of it or its Affiliates or which are not material to it and its Subsidiaries taken as a whole and which were entered into in the ordinary course of business consistent with all past practice and (iii) easements, covenants, rights-of-way and other similar restrictions of record, title if any, that, (x) are for the benefit of it or its Affiliates or (y) are granted to third parties and, individually or in the aggregate, do not impair, and interest of Seller or such Affiliate in and would not reasonably be expected to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelyimpair, the “Leased Real continued use and operation of the Property to which they relate in the conduct of the business of it or its Subsidiaries as presently conducted. Any reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Property at which a casino or hotel project is operated are Previously Disclosed, except with respect to any Property which is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole. To its knowledge, there are no physical conditions or defects at any of the Properties at which casino or hotel operations are conducted which impair or would be reasonably expected to impair the continued operation and conduct of the casino, hotel and related businesses as presently conducted at each such Property”). To its knowledge, all leases, subleases, licenses and a true and complete list of all other use or occupancy agreements pursuant to which it or its Subsidiaries leases, subleases, licenses, concessions and other agreements (whether written uses or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in occupies any Leased Real PropertyProperty are valid and in full force and effect.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Caesars Acquisition Co), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 2.15(a) of the Seller Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). The Seller has Made Available made available to Purchaser the Buyer a true and complete copy of each Lease. With respect to each Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole:
(i) Except as disclosed on Part 2.13(b)(i) such Lease is valid, binding, enforceable and in full force and effect, and the Seller or a Selling Subsidiary enjoys peaceful and undisturbed possession of the Disclosure LetterLeased Real Property;
(ii) neither the Seller nor any Selling Subsidiary is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease;
(iii) neither the Seller nor any Selling Subsidiary has received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Seller or a Selling Subsidiary under any of the Affiliate of Seller that Leases and, to the Seller’s Knowledge, no other party is a in default thereof, and no party to the any Lease has not exercised any termination rights with respect thereto;
(iv) neither the Seller nor any Selling Subsidiary has subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(iiv) Seller or such Affiliate of neither the Seller nor any Selling Subsidiary has not pledged, mortgaged or otherwise granted an Encumbrance a Lien on its leasehold interest in any Leased Real Property.
(cb) Neither Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole, (i) neither the Seller nor any Affiliate of the Seller Selling Subsidiary has received any written notice of (iA) material violations of building codes and/or or zoning ordinances or other Legal Requirements affecting the Leased Real Propertyapplicable Laws, (iiB) existing, pending or or, to the Seller’s Knowledge, threatened in writing, condemnation proceedings affecting the Leased Real Property, Property or (iiiC) existing, pending or to the Seller’s Knowledge, threatened in writing, zoning, building code or other moratorium proceedings, or similar matters matters, which could reasonably be expected to materially and adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither operated and (ii) during the tenancy of the Seller or any Selling Subsidiary, neither the whole nor any material portion of any the Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orderscasualty.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Translate Bio, Inc.), Asset Purchase Agreement (Translate Bio, Inc.)
Real Property. (a) Seller does not own any With respect to the real property used owned by Parent or any Parent Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the Businessaggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Part 2.13(bExcept as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted date hereof (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Leased Real Property”), is valid, binding and a true in full force and complete list effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of all leases, subleases, licenses, concessions specific performance and injunctive and other agreements forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (whether written or oral)ii) no uncured default of a material nature on the part of Parent or, including all amendmentsif applicable, extensions renewalsits Subsidiary or, guaranties and other agreements to the knowledge of Parent, the landlord thereunder exists with respect thereto (collectively, the “Leases”)to any Parent Leased Real Property. Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of the Disclosure Letter, Seller its Subsidiaries has a good and valid leasehold interest in or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate occupy, subject to the terms of the Seller has not pledgedlease, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances sublease or other Legal Requirements affecting agreement applicable thereto, the Parent Leased Real Property, (ii) existingfree and clear of all Liens, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersexcept for Parent Permitted Liens.
Appears in 3 contracts
Samples: Merger Agreement (Warner Chilcott LTD), Merger Agreement (Allergan Inc), Merger Agreement (Actavis PLC)
Real Property. (a) Seller does not own any Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Part 2.13(bSection 3.09(b) of the Sellers’ Disclosure Letter sets forth Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the Seller or any Affiliate of the Seller that case may be, which is used primarily in or held for use in the conduct of the Business as currently conducted (together with all rightsBusiness, title and interest the identity of Seller or the lessee of each such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “parcel of Leased Real Property”). To the extent as are in any of the Sellers’ possession, and a the Sellers have delivered to the Purchaser true and complete list copies of all leases, subleases, licenses, concessions the leases and other agreements subleases in effect at the date hereof (whether written or oral), including all amendmentsamendments thereto and assignments in respect thereof) relating to the Leased Real Property, extensions renewalsand there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, guaranties each lease and other agreements with sublease in respect thereto (collectivelyof the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the “Leases”). Seller security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has Made Available not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to Purchaser a true and complete copy of each Lease. With bring the security deposits into compliance with respect to each Lease:
(i) Except such lease or sublease, as disclosed on Part 2.13(b)(i) applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the Disclosure Letter, Seller or the Affiliate use of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) by the Business for the purposes for which it is currently used. No Seller or such Affiliate has received notice of the Seller has not pledged, mortgaged applicable Governmental Authority altering its zoning Laws so as to affect or otherwise granted an Encumbrance on its leasehold interest in any potentially affect the Leased Real Property.
(c) Neither Seller nor any Affiliate The Owned Real Property and the Leased Real Property constitute all of the Seller has received any written notice real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) material violations in the case of building codes and/or zoning ordinances or other Legal Requirements affecting Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(iie) existingExcept as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, pending no options or threatened condemnation proceedings affecting rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc)
Real Property. (a) Seller does not own any With respect to the real property used owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the Businessaggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Part 2.13(bExcept as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted date hereof (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Leased Real Property”), is valid, binding and a true in full force and complete list effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of all leases, subleases, licenses, concessions specific performance and injunctive and other agreements forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (whether written or oral)ii) no uncured default of a material nature on the part of Parent or, including all amendmentsif applicable, extensions renewalsits Subsidiary or, guaranties and other agreements to the knowledge of Parent, the landlord thereunder exists with respect thereto (collectively, the “Leases”)to any Parent Leased Real Property. Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of the Disclosure Letter, Seller its Subsidiaries has a good and valid leasehold interest in or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate occupy, subject to the terms of the Seller has not pledgedlease, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances sublease or other Legal Requirements affecting agreement applicable thereto, the Parent Leased Real Property, (ii) existingfree and clear of all Liens, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersexcept for Parent Permitted Liens.
Appears in 3 contracts
Samples: Merger Agreement (Questcor Pharmaceuticals Inc), Merger Agreement (Mallinckrodt PLC), Merger Agreement (Forest Laboratories Inc)
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 3.11(a) of the Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rightsa true, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true correct and complete list of all leases, subleases, licenses, concessions sublicenses and other agreements (whether written or oral)occupancy agreements, including all together with any amendments, extensions renewalsmodifications, guaranties supplements and other agreements guarantees relating thereto, under which the Seller or any of its Subsidiaries leases, subleases, licenses, uses or otherwise occupies any real property primarily held for use by the Business, including, for the avoidance of doubt, the Headquarters Lease (each, a “Leased Real Property,” and such leases, subleases, licenses, sublicenses and occupancy agreements, together with respect thereto (collectivelyany amendments, modifications, supplements and guarantees relating thereto, the “Real Property Leases”).
(b) The Seller or one of its Subsidiaries has a valid leasehold, subleasehold, license or similar interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens. No Real Property Lease is subject to any material defenses, setoffs or counterclaims, and no material obligations of any landlords or sublandlords thereunder are delinquent. Either the Seller or one of its Subsidiaries, as applicable, has Made Available performed all material obligations required to Purchaser a true and complete copy of be performed by it to date under each Real Property Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) Leased Real Property, neither the Seller nor any of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease its Subsidiaries has not subleased, assigned licensed, sublicensed or otherwise granted to any Person the anyone a right to use or occupy such Leased Real Property or any material portion thereof; . Neither the Seller nor any of its Subsidiaries is (and
(ii, to the Seller’s Knowledge, no other party thereto is) in material default under any Real Property Lease. No written notice of any material default under any Real Property Lease, which default remains uncured, has been sent or received by the Seller or such Affiliate any of its Subsidiaries. To the Seller’s Knowledge, no conditions or circumstances exist which, with the lapse of time or the giving of notice, or both, would constitute a material default or breach under any Real Property Lease. Each Real Property Lease is in full force and effect, and is the valid, binding and enforceable obligation of the Seller or one of its Subsidiaries in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). To the Seller’s Knowledge, no portion of the Leased Real Property is subject to any pending condemnation or eminent domain proceeding by any Governmental Authority and there is no threatened condemnation or eminent domain action with respect thereto.
(c) All improvements located on the Leased Real Property and the Owned Real Property (as defined below) are in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the Business to be operated in all material respects in the ordinary course of business as currently operated and as presently proposed to be operated. To the Seller’s Knowledge, no fact or condition exists which could result in the termination or reduction (other than to a de minimis extent) of the current access from the Leased Real Property or the Owned Real Property to existing roads or to sewer or other utility services presently serving such Leased Real Property and the Owned Real Property that would materially impact the use of the Leased Real Property or the Owned Real Property, as applicable. Each Owned Real Property and Leased Real Property is suitable for its current use, and no other real property is being used or is otherwise reasonably required to operate the Business as currently conducted. The Seller or one of its Subsidiaries has not pledgedexclusive possession of each parcel of Owned Real Property and Leased Real Property, mortgaged other than any occupancy rights granted to third-party owners, tenants or otherwise granted an Encumbrance licensees pursuant to agreements with respect to such real property entered in the ordinary course of business and set forth on Section 3.11(a) or Section 3.11(d) of the Disclosure Schedule. There are no third party contracts in effect to which any of the Seller or its leasehold interest Subsidiaries is a party for the performance any material repairs, work, and/or capital improvements at any Owned Real Property or Leased Real Property, and there is currently no ongoing construction work in, on, or about any Owned Real Property or Leased Real Property other than normal, immaterial maintenance and repairs being performed in the ordinary course of business. There are no leasing commissions due from the Seller or any of its Subsidiaries with respect to any Owned Real Property or Leased Real Property.
(cd) Neither Seller nor any Affiliate Section 3.11(d) of the Disclosure Schedule list all real property owned by the Seller or one of its Subsidiaries and held for use by the Business (collectively, the “Owned Real Property”). The Seller or one of its Subsidiaries has received valid title to the Owned Real Property, free and clear of all Liens except for Permitted Liens. The Seller or one of its Subsidiaries has exclusive possession of each parcel of Owned Real Property, other than any written notice occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business. No portion of the Owned Real Property is subject to any pending condemnation or eminent domain proceeding by any Governmental Authority and, to the Seller’s Knowledge, there is no threatened condemnation or eminent domain action with respect thereto. There are no options, first refusal, first offer or first opportunity rights or other similar rights with respect to any portion of the Owned Real Property. There are no tax reduction proceedings pending with respect to all or any portion of the Owned Real Property. To the Seller’s Knowledge, except as would not have a Material Adverse Effect, (i) material violations of building codes and/or zoning ordinances there is no existing breach or other Legal Requirements default by any party under any easements or restrictive covenants affecting the Leased Owned Real PropertyProperty which breach or default has not yet been cured, (ii) existing, pending neither the Seller nor any of its Subsidiaries has received written notice of any default under any easements or threatened condemnation proceedings restrictive covenants affecting the Leased Owned Real PropertyProperty which default has not yet been cured, or and (iii) existing, pending there does not exist any condition or threatened zoning, building code event that with the lapse of time or other moratorium proceedingsthe giving of notice, or similar matters which could reasonably be expected to adversely affect in both, would constitute such a breach or default under any material respect easements or restrictive covenants affecting the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Owned Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)
Real Property. (a) All Leases and other agreements that are included in the Assets pursuant to which Seller does not own leases or otherwise occupies real property as a tenant, are set forth in Schedule 2.1(a)-1 and all Subleases and other agreements that are included in the Assets pursuant to which Seller subleases any real property used as lessor or sublessor are set forth on Schedule 2.1(a)-2. True copies of the Leases and Subleases have previously been delivered to Buyer or will be delivered to Buyer within 2 Business Days after the date hereof. With respect to each Lease and Sublease, except as set forth in Schedule 3.10(a), (i) each Lease and Sublease may be assigned by Seller to Buyer, (ii) each Lease and Sublease is in full force and effect and constitutes a valid and binding obligation of Seller and, to Seller's Knowledge, the Businessother parties thereto, (iii) Seller has not received any notice from the other party to any Lease or Sublease of the termination thereof, (iv) there is no material default or event which, with notice or lapse of time or both, would constitute a material default on the part of Seller (or, to Seller's Knowledge, on the part of any other party thereto) and (v) subject to the receipt of applicable Required Consents, Seller has, and immediately after the Closing Retail Sub will have, good title to the leasehold estates in each parcel of Leased Real Property that is the subject of each such Lease, free and clear of any Lien, except for Permitted Liens and Liens created by, or arising as a result of the ownership of the Assets by, Retail Sub.
(b) Part 2.13(b) Schedule 2.1(a)-3 contains an accurate and complete list of the Disclosure Letter sets forth each parcel of all real property leased owned by the Seller or any Affiliate of the Seller that is and used primarily in in, or necessary to the conduct of operation of, the Business as currently conducted (together with all rightsother than the Excluded Assets). Legal descriptions of the Real Properties, title and interest of to the extent available, will be delivered to Buyer within ten Business Days after the date hereof. Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”)has, and a true and complete list of immediately after the Closing Retail Sub will have, good, fee simple title to all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or free and clear of any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledgedLiens, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertyexcept for Permitted Liens.
(c) Neither Seller nor any Affiliate As of the date hereof, except as set forth on Schedule 3.10(c), there is no pending or, to Seller's Knowledge, threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Premises, and Seller has not received any written notice of any of the same.
(d) Except as would not materially impair the operation of any Retail Store, (i) material violations all Premises and all buildings, structures, fixtures and improvements thereon conform, including usage by Seller, with all applicable contractual requirements and building, zoning, subdivision, land use, fire and other Laws pertaining to or affecting real property, (ii) there are no persons in possession of any of the Real Property other than Seller and other than tenants under the Subleases, (iii) no building codes and/or zoning ordinances or other Legal Requirements affecting improvement which is part of any of the Leased Real Property encroaches, in any respect, upon any property owned by any adjacent landowner or upon any real property interest held by any other person with respect to any of the Real Property (including easements on the Real Property) or upon any setback lines or similar restrictions and no asset of any other person encroaches upon the Real Property, (iiiv) existingall water, pending or threatened condemnation proceedings affecting sewer, gas, electricity, telephone and other utilities serving the Leased Real PropertyProperty are supplied directly to the Real Property by facilities of public utilities and are adequate for the conduct of the Business and (v) each parcel of Real Property abuts on and has direct vehicular access to a public road, or (iii) existinghas limited access to a public road via a permanent irrevocable, pending or threatened zoningappurtenant easement benefitting such parcel, building code or other moratorium proceedings, or similar matters which could reasonably be expected and access to adversely affect in any material respect the ability to operate the Leased such Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed is provided by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance paved public rights-of-way with all applicable Legal Requirements and Ordersadequate curb cuts available.
Appears in 2 contracts
Samples: Asset Contribution and Recapitalization Agreement (Clark Refining & Marketing Inc), Asset Contribution and Recapitalization Agreement (Clark Usa Inc /De/)
Real Property. (a) Seller does Other than as set forth on Schedule 6.8(a), Purchaser and its Subsidiaries do not own and do not have any right to acquire any real property used in (the Business“Purchaser Owned Real Property”).
(b) Part 2.13(bSchedule 6.8(b) sets forth a correct list of all Contracts pursuant to which Purchaser or any of its Subsidiaries leases, subleases, licenses or otherwise occupies any real property as tenant, subtenant or licensee with a rental value in excess of $200,000 (each, a “Purchaser Real Property Lease”), together with the address of the Disclosure Letter sets forth each parcel of real related property leased by (the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (“Purchaser Leased Real Property” and, together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelythe Purchaser Owned Real Property, the “Leased Purchaser Real Property”), . Purchaser has provided to the Company a complete and a true and complete list correct copy of all leases, subleases, licenses, concessions and other agreements (whether written or oral)each such Purchaser Real Property Lease, including all amendments, extensions renewalsmodifications, guaranties exhibits and schedules. Purchaser or its Subsidiaries, as applicable, have a valid leasehold interest under each Purchaser Real Property Lease, free and clear of any Lien (other agreements with respect thereto (collectivelythan Permitted Liens). Each such Purchaser Real Property Lease is in full force and effect and constitutes a legal, valid and binding obligation of Purchaser and its Subsidiaries and, to Purchaser’s Knowledge, the “Leases”)other party or parties thereto, enforceable against Purchaser and its Subsidiaries and, to Purchaser’s Knowledge, such other party or parties in accordance with its terms, subject to the Enforceability Limitations. Seller has Made Available Purchaser and its Subsidiaries have performed and complied with all of their covenants and obligations under each Purchaser Real Property Lease, and neither Purchaser nor its Subsidiaries nor, to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure LetterPurchaser’s Knowledge, Seller or the Affiliate of Seller that is a any other party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased a Purchaser Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledgedLease, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Propertyis in, or (iii) existingis alleged to be in, pending breach of or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased default under such Purchaser Real Property as currently operatedLease, nor has there occurred an event or condition that with the passage of time or giving of notice (or both) would constitute such a breach or default. Neither the whole Purchaser nor its Subsidiaries sublease, as sublessor, any portion of any Leased the real property owned by Purchaser or its Subsidiaries or subject to their Purchaser Real Property has been materially damaged or destroyed by fire or Leases to any other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and OrdersPerson.
Appears in 2 contracts
Samples: Merger Agreement (Zurn Water Solutions Corp), Merger Agreement (Zurn Water Solutions Corp)
Real Property. (a) Seller does not own any With respect to each material real property used in the Business.
(b) Part 2.13(b) owned by Parent or any Subsidiary as of the Disclosure Letter sets forth each parcel of real date hereof (such property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) either Parent or a Subsidiary of Parent has marketable and a true insurable fee simple title to such Parent Owned Real Property, free and complete list clear of all Liens other than Parent Permitted Liens and Permitted Encumbrances, (ii) there are no leases, subleases, licenses, concessions rights or other agreements affecting any portion of the Parent Owned Real Property that would reasonably be expected to adversely affect the existing use of the Parent Owned Real Property by Parent in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Parent Owned Real Property by Parent in the operation of its business thereon. As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto agreement (collectively, the “Parent Real Property Leases”). Seller ) under which Parent or any of its Subsidiaries uses or occupies or has Made Available the right to Purchaser a true and complete copy use or occupy any material real property (the “Parent Leased Real Property”) at which the material operations of each Lease. With respect to each Lease:
(i) Except Parent or any of its Subsidiaries are conducted as disclosed on Part 2.13(b)(i) of the Disclosure Letterdate hereof, Seller or the Affiliate is valid, binding and in full force and effect, (ii) neither Parent nor any of Seller that its Subsidiaries is a party to the Lease has not subleasedcurrently subleasing, assigned licensing or otherwise granted to granting any Person the right to use or occupy such a material portion of a Parent Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could that would reasonably be expected to adversely affect in any material respect the ability to operate existing use of the Parent Leased Real Property as currently operated. Neither by Parent in the whole nor operation of its business thereon, and (iii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder, exists under any portion of any Leased Parent Real Property Lease, and no event has been materially damaged occurred or destroyed by fire circumstance exists which, with the giving of notice, the passage of time, or other casualty since April 28both would constitute a material breach or default under a Parent Real Property Lease. Except as would not reasonably be expected to have, 2010. All improvements on individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Parent Real Property Leases, in each parcel of Parent Leased Real Property, including free and clear of all leasehold improvementsLiens, that were made after April 28except for Parent Permitted Liens and Permitted Encumbrances. As of the date hereof, 2010neither Parent nor any of its Subsidiaries has received notice of any pending, are and, to the knowledge of Parent, there is no threatened, condemnation proceeding with respect to any Parent Leased Real Property, except such proceeding which would not reasonably be expected to have, individually or in compliance with all applicable Legal Requirements and Ordersthe aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Mirant Corp), Merger Agreement (Rri Energy Inc)
Real Property. Except for those matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) Seller does not own any Parent and its Subsidiaries have good, valid and marketable title to all the real property used in the Business.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased owned by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title Parent and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto its Subsidiaries (collectively, the “LeasesParent Owned Real Property”). Seller has Made Available ) and valid leasehold estates in all of the real property leased or subleased by Parent and any of its Subsidiaries (collectively, the “Parent Leased Real Property”) (whether as tenant, subtenant or pursuant to Purchaser a true other occupancy arrangements) by Parent or any Subsidiaries free and complete copy clear of all Encumbrances in all material respects, except Permitted Encumbrances, (b) to the knowledge of Parent, there are no pending disputes related to the Parent Owned Real Property, (c) each Lease. With agreement under which Parent or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant with respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Parent Leased Real Property or any portion thereof; and
(iieach, a “Parent Real Property Lease”) Seller is in full force and effect and is valid and enforceable against Parent or such Affiliate Subsidiary and, to the knowledge of Parent, the Seller has not pledgedother parties thereto, mortgaged or otherwise granted an Encumbrance on in accordance with its leasehold interest in any Leased Real Property.
(c) Neither Seller terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any Affiliate of its Subsidiaries, or to the Seller knowledge of Parent, any other party thereto, has received any written notice of any default under any Parent Real Property Lease and to the knowledge of Parent as of the date of this Agreement no facts or circumstances exist which with the passage of time and/or notice would constitute a default under any Parent Real Property Lease, (id) material violations there is no pending or, to the knowledge of building codes and/or zoning ordinances Parent, threatened, condemnation or other Legal Requirements affecting eminent domain Proceedings that affect any of the Parent Owned Real Property or the Parent Leased Real Property, (iie) existing, pending or threatened condemnation proceedings affecting the Leased Parent Owned Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect Property and the ability to operate the Parent Leased Real Property is in good order, condition and repair and is reasonably sufficient for Parent’s business as currently operated. Neither conducted and (f) to the whole nor any portion knowledge of any Parent, the Parent Owned Real Property and the Parent Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including comply in all leasehold improvements, that were made after April 28, 2010, are in compliance material respects with all applicable Legal Requirements and OrdersLaws.
Appears in 2 contracts
Samples: Merger Agreement (Ritchie Bros Auctioneers Inc), Merger Agreement (IAA, Inc.)
Real Property. Seller owns good and marketable fee simple title to the Real Property free and clear of all Liens except those more particularly described in Schedule 3.11 of the Seller Disclosure Letter (athe “Permitted Encumbrances”) and Seller does is not own the tenant or lessee under any leases of real property used except as set forth in the Business.
(b) Part 2.13(bSection 1.1(e) of the Seller Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each LeaseLetter. With respect to each Leasethe Real Property:
(ia) Except as disclosed described on Part 2.13(b)(iSchedule 3.11(a) of the Seller Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or does not violate any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledgedapplicable ordinance, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedingslaw, order, regulation, or similar matters requirement or restrictive covenant except any such violation which could reasonably be expected to would not adversely affect in any material respect the ability use thereof as currently being used; Seller has not received notice of condemnation or the like relating to operate any part of the Leased Real Property or the operation thereof (and to Seller’s Knowledge, no condemnation is threatened); to Seller’s Knowledge, there are no special assessments or similar obligations (contingent or otherwise) to governmental entities (collectively, “Assessments”) with respect to the Real Property or any part thereof, nor to Seller’s Knowledge are any such Assessments being contemplated;
(b) Seller has not received notice that the Real Property or its operation violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the Buyer’s operation of an acute care hospital and skilled nursing facility on the Real Property as currently operated. Neither presently operated by Seller result in a violation of any applicable zoning ordinance or the whole termination of any applicable zoning variance now existing, and Seller has received no written notice that the buildings and improvements constituting the Real Property are noncompliant in any material respect with any zoning ordinances or building codes;
(c) Except as described on Schedule 3.11(c) of the Seller Disclosure Letter, the Real Property is subject to no easements, restrictions, ordinances, or such other limitations on title so as to make such property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the Real Property;
(d) Except as described on Schedule 3.11(d) of the Seller Disclosure Letter and subject to any applicable “grandfathered” or other pre-existing rights and conditions under the Accessibility Laws (as hereafter defined), the Real Property is in required compliance in all material respects with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to compliance of any of the Real Property with the Accessibility Laws;
(e) Except as described on Schedule 3.11(e) of the Seller Disclosure Letter, there are no tenants or other persons or entities occupying any space in the Real Property, other than pursuant to tenant leases described in Schedule 3.11(e) of the Seller Disclosure Letter and , except as described on Schedule 3.11(e) of the Seller Disclosure Letter, no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(e) of the Seller Disclosure Letter, and to Seller’s Knowledge, the tenants under the leases are not in default in any material respect under the leases, and Seller has complied with the material terms and conditions of all the leases, and except as to the occupancy right of tenants as set forth in the leases, Seller has granted no options or rights of first refusal to acquire any interest in the Real Property to any other party;
(f) Schedule 3.11(f) of the Seller Disclosure Letter sets forth a “rent roll” which sets forth for any leases at the Hospital Facilities where Seller or an Affiliate is landlord: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of all then delinquent rental payments; (iv) a list of all material concessions granted to tenants, including, without limitation, options to expand, rights of first refusal, or options to terminate or renew, or any rent concessions; (v) a list of all tenant deposits and a description of any application thereof, and (vi) a list of all uncured material defaults under the leases known to Seller;
(g) Except as described on Schedule 3.11(g) of the Seller Disclosure Letter, to Seller’s Knowledge there exists no proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Real Property or that would materially and adversely affect the current use of any part of the Real Property;
(h) Except as described on Schedule 3.11(h) of the Seller Disclosure Letter, the Real Property is not located within a one hundred year flood plain or, to Seller’s Knowledge, an area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder;
(i) No person or entity, other than Buyer, has any binding or enforceable right, agreement, commitment, option, right of first refusal or other agreement, whether oral or written, which would entitle such person or entity to the purchase, assign or transfer of all or any portion of any Leased the Real Property; and
(j) Except as described on Schedule 3.11(j) of the Seller Disclosure Letter, to Seller’s Knowledge, the existing improvements located upon the Real Property has been materially damaged do not encroach upon adjacent premises or destroyed upon existing utility company easements and existing restrictions are not violated by fire or other casualty since April 28, 2010. All the improvements located on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sunlink Health Systems Inc), Asset Purchase Agreement (Sunlink Health Systems Inc)
Real Property. (a) Seller does The Company and its Subsidiaries do not own own, and have never owned, any real property used in the Businessproperty.
(b) Part 2.13(bExcept as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each material lease, sublease, license, occupancy agreement and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”) is valid and binding on the Company or its Subsidiary that is party thereto and, to the Knowledge of the Disclosure Letter sets forth Company, each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (ii) all rent and other sums and charges payable by the Company or its Subsidiary party thereto as the tenant, subtenant or licensee thereunder are current, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or its Subsidiary party thereto or, to the Knowledge of the Company, the landlord thereunder, exists under any Real Property Lease, (iv) the Company and each of its Subsidiaries has a good and valid leasehold, subleasehold or license interest in each parcel of real property leased leased, subleased or licensed by it, free and clear of all Liens, except Permitted Liens, (v) neither the Seller or Company nor any Affiliate of its Subsidiaries party thereto has received written notice of any pending, and to the Knowledge of the Seller that Company, there is used primarily in the conduct no threatened, condemnation with respect to any property leased pursuant to any of the Business as currently conducted (together with all rights, title and interest Real Property Leases neither the Company nor any of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect its Subsidiaries party thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned licensed or otherwise granted to any Person the third party a right to use or occupy such Leased Real Property all or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased property subject to the Real Property Leases; and (vi) neither the Company nor any of its Subsidiaries party thereto has been materially damaged collaterally assigned or destroyed by fire or granted any security interest in any Real Property Lease (other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersthan Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Biogen Inc.), Merger Agreement (Reata Pharmaceuticals Inc)
Real Property. (a) The Seller does not own any real property used in the Businessproperty.
(b) Part 2.13(bSection 4.10(b) of the Disclosure Letter Schedules sets forth each parcel of real property leased by the Seller and used in or any Affiliate of the Seller that is used primarily in necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of the Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto thereto, pursuant to which the Seller holds any Leased Real Property (collectively, the “Leases”). By the Delivery Date, the Seller has Made Available will have made available to Purchaser the Buyer a true and complete copy of each Lease. With Except as set forth in Section 4.10(b) of the Disclosure Schedules, with respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) such Lease is valid, binding, enforceable and in full force and effect, and the Seller enjoys peaceful and undisturbed possession of the Disclosure LetterLeased Real Property;
(ii) the Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease;
(iii) the Seller has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Affiliate Seller under any of Seller that the Leases and, to the Knowledge of the Seller, no other party is a in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the Lease Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(iiv) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the The Seller has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the casualty.
(d) The Leased Real Property, including Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersof the real property necessary to conduct the Business as currently conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)
Real Property. (a) Seller does not own Neither the Company nor any of its Subsidiaries owns any real property used in the Businessproperty.
(b) Part 2.13(bSection 3.20(b)(i) of the Company Disclosure Letter sets forth each parcel Schedule contains a complete and accurate list of all of the existing material leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelyproperty, the “Leased Real Property”)) including, and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) , the name of the Disclosure Letter, Seller or lessor and the Affiliate date of Seller that is a party to the Lease and each amendment thereto. The Company has not subleasedheretofore made available to Parent true, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
correct and complete copies of all Leases (ii) Seller or such Affiliate of the Seller has not pledgedincluding all modifications, mortgaged or otherwise granted an Encumbrance on amendments, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold interest estates in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (iifree and clear of all Liens. Section 3.20(b)(ii) existingof the Company Disclosure Schedule contains a complete and accurate list of all of the existing Leases granting to any Person, pending other than the Company or threatened condemnation proceedings affecting any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect in accordance with their respective terms and neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any material Lease, and, to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the Company’s Knowledge, (iiii) existingthere are no laws, pending statutes, rules, regulations or threatened zoning, building code orders now in existence or other moratorium proceedings, or similar matters under active consideration by any Governmental Entity which could reasonably be expected to adversely affect in any material respect require the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion tenant of any Leased Real Property has been materially damaged to make any expenditure in excess of $100,000 to modify or destroyed by fire or other casualty since April 28improve such Leased Real Property to bring it into compliance therewith, 2010. All improvements on and (ii) the Company shall not be required to expend more than $100,000 in the aggregate under all Leases to restore the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are Property at the end of the term of the applicable Lease to the condition required under the Lease (assuming the conditions existing in compliance with all applicable Legal Requirements such Leased Real Property as of the date hereof and Ordersas of the Closing).
Appears in 2 contracts
Samples: Merger Agreement (Sirenza Microdevices Inc), Merger Agreement (Micro Linear Corp /Ca/)
Real Property. (a) Seller does not own any real property used in the Businessproperty.
(b) Part 2.13(bSchedule 2.11 sets forth a list of all real property used in the Business that is leased by Seller (the “Leased Property”) and the leases pursuant to which Seller leases such Leased Property (the “Leased Property Leases”). Schedule 2.11 lists, for each such Leased Property Lease, the name of the Disclosure Letter sets forth each parcel of real property leased by lessor, the Seller or any Affiliate date of the lease and the lease term. The Leased Property Leases cover all the Leased Property that Seller that is used primarily uses in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”)Business. Seller has Made Available delivered to Purchaser a true ITS or Acquisition Sub true, correct and complete copy copies of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) all of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Leases. Seller has not pledged, mortgaged or otherwise granted an Encumbrance on good title to its leasehold interest in the Leased Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Each Leased Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms. All accrued and currently payable rents and other payments required under the Leased Property Leases have been paid, and no notice of default or termination has been given or received by Seller, no event of default has occurred, and no condition exists and no event has occurred that, with the giving of notice, the lapse of time, or the happening of any further event, would become a default under or permit early termination of any of the Leased Real PropertyProperty Leases.
(c) All of Seller’s and Parent’s activities with respect to Leased Property have been and are being conducted in compliance with applicable Environmental Laws (as defined below), and there has been no release of Hazardous Materials (as defined below) on, in, from or onto the Leased Property. Seller has not generated, manufactured, refined, transported, stored, handled, disposed of or released any Hazardous Materials on the Leased Property nor has Seller knowingly or negligently permitted the foregoing. Seller has obtained all approvals and caused all notifications to be made as required by Environmental Laws, and Seller has obtained all required registrations with, licenses from, or permits issued by governmental agencies or authorities pursuant to any applicable Environmental Laws, and all such registrations, licenses or permits are in full force and effect. Neither Seller nor any Affiliate of the Seller Parent has received any written notice of (i) material violations any violation of building codes and/or zoning ordinances or other Legal Requirements affecting any Environmental Laws relating to the Leased Real Property, (ii) existingand no action has been commenced or, pending to the Knowledge of Seller or Parent, threatened, regarding Seller’s compliance with any Environmental Laws relating to the Leased Property. No tanks used for the storage of any Hazardous Material above or below ground are present or were at any time present on or about the Leased Property. No action has been commenced or threatened condemnation proceedings affecting regarding the presence of any Hazardous Material on or about the Leased Real Property, and no Hazardous Materials are present on or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate at the Leased Real Property in such a manner as currently operatedmay require investigation or remediation under any applicable law. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements No friable asbestos is present on the Leased Real Property. “Environmental Laws” means any and all federal, state and local statutes, regulations and ordinances relating to the protection of human health and the environment, including all leasehold improvementsthe air, that were made after April 28water and land. “Hazardous Material” means any hazardous or toxic material, 2010substance, are or waste including, without limitation, those materials, substances, and wastes listed in compliance with all applicable Legal Requirements the United States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302 and Ordersamendments thereto), petroleum products (as defined in Title I to the Resource Conservation and Recovery Act, 42 U.S.C. § 6991-6991(i)) and their derivatives, and such other materials, substances, and wastes as become regulated or subject to cleanup authority under any Environmental Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Q2 Holdings, Inc.), Asset Purchase Agreement (Q2 Holdings, Inc.)
Real Property. (a) Seller does not own any real property used in the Businesshas no Owned Real Property.
(b) Part 2.13(bSchedule 3.14 (b) of the Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto thereto, pursuant to which Seller or any of its Affiliates holds any Leased Real Property (collectively, the “Real Property Leases”). Seller has Made Available delivered to Purchaser a true and complete copy of each Real Property Lease. With respect to each LeaseReal Property Lease leased by Seller or its Affiliates:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Lettersuch Real Property Lease is valid, binding, enforceable and in full force and effect, and Seller or the applicable Affiliate enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) Seller or the applicable Affiliate is not in material breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a material breach or default, and Seller has paid all rent due and payable under such Lease through the date hereof;
(iii) Neither Seller nor the applicable Affiliate has received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller or such Affiliate under any of the Real Property Leases and, to the best of Seller’s knowledge, no other party is a in default thereof, and no party to the any Real Property Lease has not exercised any termination rights with respect thereto;
(iv) Neither Seller nor the applicable Affiliate has subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(iiv) Neither Seller or such nor the applicable Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance a Lien on its leasehold interest in any Leased Real Property.
(c) Neither Except as listed on Schedule 3.14 (c) of the Disclosure Schedule, neither Seller nor any Affiliate of the Seller its Affiliates has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements Applicable Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect affecting the ability to operate operation of the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc)
Real Property. (a) Seller does Section 6.18(a) of the Spinco Disclosure Schedule sets forth all of the Spinco Owned Real Properties that are material to the Spinco Business (taken as a whole). Except as would not own any real property used reasonably be expected to have, individually or in the Businessaggregate, a Spinco Material Adverse Effect, (i) the applicable Pluto Entities or Spinco Entities have good and valid title (or the applicable local equivalent) to all Spinco Owned Real Property, free and clear of all Liens other than Permitted Liens, (ii) no Pluto Entity or Spinco Entity has received written notice of any pending condemnation, expropriation, eminent domain or similar Action affecting all or any portion of any Spinco Owned Real Property and (iii) no Pluto Entity or Spinco Entity has leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Spinco Owned Real Property, other than Permitted Liens.
(b) Part 2.13(bSection 6.18(b) of the Spinco Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate all of the Seller Spinco Leased Real Properties that is used primarily are material to the Spinco Business (taken as a whole). Except as would not reasonably be expected to have, individually or in the conduct of aggregate, a Spinco Material Adverse Effect, (i) the Business as currently conducted (together with applicable Pluto Entities or Spinco Entities have a valid and enforceable leasehold interest in all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Spinco Leased Real Property”), and a true and complete list subject to the Remedies Exception, (ii) no Pluto Entity or Spinco Entity, or, to the knowledge of all leasesPluto, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letterdate hereof, Seller any other party thereto, is in breach of or default under any Spinco Lease, (iii) no Pluto Entity or Spinco Entity has, as of the Affiliate date hereof, received any written notice from any lessor of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Spinco Leased Real Property of any breach of or default under any portion thereof; and
Spinco Lease by any Pluto Entity or Spinco Entity (ii) Seller in each case, with or such Affiliate without notice or lapse of the Seller time or both), which breach or default has not pledgedbeen cured and (iv) no Pluto Entity or Spinco Entity has subleased, mortgaged licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or otherwise granted an Encumbrance on its leasehold encumbered any interest in any Spinco Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Business Combination Agreement (Pfizer Inc), Business Combination Agreement (Mylan N.V.)
Real Property. (a) Notwithstanding the foregoing, prior to seeking indemnification from Seller does not own and after first consulting with Seller, Buyer shall tender to the Title Company any real property used matter, claim or Losses arising out of Section 3.5 with respect to Real Property (collectively, a “Post-Closing Title Defect”). Buyer shall keep Seller reasonably apprised of its action against the Title Company including with respect to any proposed settlement or other resolution, and shall inform the Seller in writing immediately upon final resolution of such Title Company claim. Buyer shall diligently pursue any such claims against the BusinessTitle Company and, as between Buyer and Seller, Buyer shall do so at its sole cost and expense. In the event that Buyer makes any recovery against the Title Company with respect to such claim, then any potential Seller Indemnity with respect to such Post-Closing Title Defect shall be null and void.
(b) Part 2.13(bIn the event that a Buyer claim against the Title Company as contemplated by Section 9.7.4.1(a) of with respect to a Post-Closing Title Defect does not result in any recovery despite the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”)Buyer’s good faith efforts, and if the claim otherwise remains a true potential indemnifiable Loss of Buyer, subject to limitations in this Article 9, then Seller shall have discretion to require Buyer to commence an eminent domain action in order to cure the Post-Closing Title Defect. If Buyer then commences an eminent domain action to cure such Post-Closing Title Defect, Seller shall be directly liable for and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral)reimburse Buyer’s reasonable out-of-pocket costs, including all amendmentsreasonable attorney fees and any award of damages, extensions renewalsactually incurred in Buyer’s prosecution of an eminent domain action to cure the Post-Closing Title Defect; provided, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letterhowever, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person shall have the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate direct settlement of the action or the taking of other action to cure the Post-Closing Title Defect. No amount of reimbursement of out of pocket costs paid by Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest under this Section 9.7.4.1(b) shall be considered in any Leased Real Propertycalculation of the Basket or the Cap.
(c) Neither Notwithstanding anything to the contrary in this Agreement, Buyer shall only have a right to recovery of reasonable out of pocket costs from Seller nor any Affiliate of under Section 9.7.4.1(b) if, no later than fifteen (15) months after the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are Closing Date and in compliance with, and subject to, all requirements of Sections 9.7.4.1(a)-(b), Buyer shall have commenced an eminent domain action with all applicable Legal Requirements and Ordersrespect to the Post-Closing Title Defect(s) for which such recovery is desired.
Appears in 2 contracts
Samples: Asset Sale Agreement, Asset Sale Agreement (NewPage CORP)
Real Property. (ai) Seller does not own any real property used has (and will convey to the Purchaser or its designee) good and valid title in fee simple to the BusinessProperty, subject only to the Permitted Encumbrances.
(bii) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all All leases, subleases, licenses, concessions easements, rights-of-way, and other agreements (whether agreements, written or oral), including all amendmentsfor the use, extensions renewals, guaranties and other agreements with respect thereto possession and/or occupancy of any portion of the Property (collectively, the “LeasesOccupancy Agreements”)) are set forth on Schedule 5.1(c) hereto. Each of the Occupancy Agreements is in full force and effect, all rents due under each of the Occupancy Agreements have been timely paid, and there has been no written notice sent by any party thereto of any outstanding, uncured default under any Occupancy Agreement. The Seller Parties has delivered to Purchaser true, correct and complete copies of each and every Occupancy Agreement. Neither Seller nor, to Seller’s Knowledge, any other party to any such Occupancy Agreement is in default in any respect thereunder. There does not exist any occurrence, event, condition or act which, upon the giving of notice or the lapse of time or both, would become a default by Seller or, to Seller’s Knowledge, any other Person to such Occupancy Agreement.
(iii) To Seller’s Knowledge, the Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of not received written notice that, the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate thereof is in violation of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest any applicable Legal Requirements in any Leased Real Property.
(c) Neither Seller nor any Affiliate of material respects, except for such violations which, individually or in the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Propertyaggregate, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to would not adversely affect in any material respect Seller’s current use of the ability Property.
(iv) To Seller’s Knowledge, the Improvements are in good condition and repair and are adequate for the use, occupancy and operation of the Property for the Business.
(v) No leasing, brokerage or similar commissions or finder’s fees are owed with respect to operate the Leased Real Property and/or any Occupancy Agreements.
(vi) There are no pending Legal Proceedings and none, to Seller’s Knowledge, have been threatened in writing to Seller relating to the Property and/or the interests of Seller therein which would be reasonably likely to interfere in any material respect with the use, occupancy, ownership, improvement, development and/or operation of the Property and/or the interest of Seller therein, except as currently operated. set forth in Schedule 5.1(d).
(vii) Neither Seller Party has received written notice that either the whole nor or any portion part of the Property is subject to any Leased Real Property has been materially damaged or destroyed by fire pending suit for condemnation or other casualty since April 28taking by any Governmental Authority, 2010nor, to Seller’s Knowledge, has any such condemnation or other taking been threatened or contemplated. All improvements No Seller Party has entered into any agreement in lieu of condemnation therefor.
(viii) Except for Liens which are required to be cured at or prior to Closing pursuant to this Agreement, to Seller’s Knowledge the Property is free of Encumbrances other than Permitted Encumbrances on the Leased Real use, occupancy, ownership, improvement, development and/or operation of the Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Penn National Gaming Inc)
Real Property. (a) Seller does not own Neither PGHL nor any Subsidiary of PGHL owns any real property. Neither PGHL nor any Subsidiary of PGHL is party to any agreement or option to purchase any real property used in the Business.
(b) Part 2.13(b) interest therein. Schedule 5.18 of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate PGHL Schedules contains a true, correct and complete list, as of the Seller that is used primarily in the conduct date of the Business as currently conducted (together with this Agreement, of all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, Leased Real Property including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “address of each Leased Real Property”). PGHL has made available to FTAC true, and a true correct and complete list copies of all leases, subleases, licenses, concessions and other agreements the material Contracts pursuant to which PGHL or any of its Subsidiaries occupy (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect thereto to the Leased Real Property (collectively, the “Leases”). Seller Except as would not be material to PGHL and its Subsidiaries, taken as a whole, PGHL or one of its Subsidiaries has Made Available a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Purchaser a true and complete copy of each LeasePermitted Liens. With respect to each Lease:
Lease and except as would not constitute a Material Adverse Effect, (i) Except as disclosed on Part 2.13(b)(isuch Lease is valid, binding and enforceable and in full force and effect against PGHL or one of its Subsidiaries and, to PGHL’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) neither PGHL nor one of its Subsidiaries has received or given any written notice of material default or material breach under any of the Disclosure LetterLeases; and (iii) there does not exist under any Lease any event or condition which, Seller with notice or lapse of time or both, would become a material default by PGHL or one of its Subsidiaries or, to PGHL’s knowledge, the Affiliate of Seller that is a other party to the Lease thereto.
(b) Neither PGHL nor its Subsidiaries has not subleased, collaterally assigned or otherwise granted to any Person other security interest in the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest therein which is still in any Leased Real Property.
(c) effect. Neither Seller PGHL nor any Affiliate of the Seller has received its Subsidiaries is in material default or violation of, or not in compliance with, any written notice legal requirements applicable to its occupancy of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existingexcept as would not be material to PGHL and its Subsidiaries, pending taken as a whole. No construction or threatened condemnation proceedings affecting expansion is currently being performed or is planned for 2020 or 2021 at any of the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be Properties that is expected to adversely affect result in liability to PGHL or any of its Subsidiaries in excess of $2,000,000 in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orderssuch calendar year.
Appears in 2 contracts
Samples: Merger Agreement (Foley Trasimene Acquisition II), Merger Agreement
Real Property. (a) Seller does not own any A correct and complete list, in all material respects, of all real property used in owned by the Business.
(b) Part 2.13(b) Company or any of its Subsidiaries as of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto date hereof (collectively, the “LeasesOwned Real Property”)) is disclosed in Section 3.17(a) of the Company Disclosure Letter. Seller has Made Available to Purchaser As of the date hereof, except as would not have a true and complete copy of each Lease. With respect to each Lease:
Company Material Adverse Effect, (i) Except as disclosed on Part 2.13(b)(i) the Company or one of its Subsidiaries has good and valid fee simple title to all of the Disclosure LetterOwned Real Property, Seller or the Affiliate free and clear of Seller that is a party all Liens, other than Permitted Liens, (ii) there are no existing, pending, or, to the Lease Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any Owned Real Property, (iii) either the Company or one of its Subsidiaries is in possession of the Owned Real Property and neither the Company nor any of its Subsidiaries has not leased, subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased any Owned Real Property or any portion thereof; and
thereof and (iiiv) Seller except for Permitted Liens, neither the Company nor any Subsidiary has granted any outstanding options, rights of first refusal, rights of first offer, or such Affiliate similar rights, or entered into any written agreement granting any Person any right to purchase all or a material portion of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Owned Real Property.
(b) A correct and complete list, in all material respects, as of the date hereof, of (i) all material real property leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements), in which either of the Company or any of its Subsidiaries has a leasehold interest, license or similar occupancy rights, other than any Client Facility Property (collectively, including the improvements thereon, the “Material Leased Real Property”) and (ii) the agreements pursuant to which the Material Leased Real Property is leased, subleased, licensed, or occupied, together with all material modifications, amendments, supplements, replacements, restatements, waivers, side letters and guaranties thereto or thereof (collectively, the “Material Real Property Leases” and individually, each a “Material Real Property Lease”) is set forth in Section 3.17(b) of the Company Disclosure Letter. Except as would not have a Company Material Adverse Effect, the Company has provided Parent and Merger Sub access to true and correct copies of the Material Real Property Leases.
(c) Neither Seller As of the date hereof, except as would not have a Company Material Adverse Effect, (i) the Company or its Subsidiaries have good and valid leasehold or subleasehold (as applicable) title to each Material Leased Real Property, free and clear of all Liens, except Permitted Liens, (ii) either the Company or one of its Subsidiaries is in possession of each Material Leased Real Property and has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any Material Leased Real Property, and (iii) each Material Real Property Lease is valid, legally binding, enforceable and in full force and effect in accordance with its terms.
(d) As of the date hereof, except as would not have a Company Material Adverse Effect, (i) neither the Company nor any Affiliate of the Seller its Subsidiaries nor any other counterparty has received any written notice of (i) material violations of building codes and/or zoning ordinances communication from, or given any written communication to, any other Legal Requirements affecting party to a lease for the Material Leased Real PropertyProperty to which the Company or a Subsidiary is a party, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such lease which default has not been cured, and (ii) existingto the Knowledge of the Company, pending no event has occurred, which, with notice, lapse of time or threatened condemnation proceedings affecting both, would constitute a breach or event of default by any of the Leased Company, its Subsidiaries or any other counterparty thereunder. Neither the Company nor any Subsidiary has exercised any option or right to terminate any Material Real Property, Property Lease or (iii) existing, pending or threatened zoning, building code to purchase the real property subject to any Material Real Property Lease other than as set forth in a written notice or other moratorium proceedingsdocument included in the Material Real Property Leases.
(e) Except as would not have a Company Material Adverse Effect, or similar matters which could reasonably be expected to adversely affect all improvements and building systems in any material respect of the ability to operate the Owned Real Property and Material Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements good operating condition, subject to ordinary wear and Orderstear.
Appears in 2 contracts
Samples: Merger Agreement (SP Plus Corp), Merger Agreement (SP Plus Corp)
Real Property. (a) Seller does not own any real property used Except as would not, individually or in the Businessaggregate, reasonably be expected to have a Material Adverse Effect, Sellers have good and marketable fee title to the Owned Real Property, free and clear of all liens (except for Permitted Encumbrances). None of the Owned Real Property is subject to any leases or tenancies or other rights of occupancy.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller Except as would not, individually or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rightsaggregate, title and interest of Seller or such Affiliate in and reasonably be expected to leasehold improvements relating theretohave a Material Adverse Effect, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) there is no pending condemnation proceeding, administrative action or judicial proceeding of the Disclosure Letter, Seller or the Affiliate of Seller that is a party any type relating to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; and
other matters affecting adversely the current use, occupancy or value of the Owned Real Property and (ii) Seller or such Affiliate neither the current use of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in Owned Real Property nor the operations of Sellers violates any Leased Real Propertyapplicable legal requirements.
(c) Neither The Initial Assigned Leases and the Designatable Leases constitute all leases and material Security Deposit Documents with respect to any real property for the Lease Premises. On or before the date hereof, Sellers have delivered or made available to Buyer true and complete copies of all Leases and Security Deposit Documents for the Lease Premises (it being agreed that, while Sellers shall use reasonable best efforts to deliver or make available to Buyer all such documents, Sellers shall not be deemed to have breached this representation if, in the case of Security Deposit Documents, lease amendments, non-disturbance agreements, subordination, non-disturbance and attornment agreements, waivers and consents in favor of any Seller nor any Affiliate and estoppel certificates from landlords, Sellers shall have only delivered or made available to Buyer true and complete copies of only those of the same which are material). There are no material agreements, understandings or undertakings pertaining to the Leases, the Security Deposits, the Security Deposit Documents, the Sellers’ leasehold interest in the Properties, the Lease Premises or Sellers’ use or occupation of the Lease Premises or any portion thereof which are in Sellers’ possession which have not been disclosed to Buyer or made available in the data room made available to Buyer prior to the date hereof. To Sellers’ Knowledge, no Person that is not a Seller has any right to possess, use or occupy the Lease Premises.
(d) Each of the Leases is legal, valid, binding and enforceable against Sellers party thereto and, to Sellers’ Knowledge, against each other party thereto, in accordance with its terms (except for any direct or indirect restriction, limitation or condition on Sellers’ assignment of the Leases to Buyer which shall not be of any force or effect pursuant to the Approval Order), and, subject to the entry of the Approval Order and payment of the Cure Costs and other than solely as a result of the filing of the Bankruptcy Cases or the financial condition of Holdings or its Subsidiaries, to Sellers’ Knowledge, no event of default currently exists thereunder by any counterparty thereto, and no event has occurred thereunder that after the giving of notice or the passage of any applicable cure period or both would constitute an event of default of Sellers or, to Sellers’ Knowledge, any other party thereto, and no Seller has delivered or received any written notice from the other party to any such Lease of (i) material violations the termination or surrender thereof, and the Leases have not been amended, modified or supplemented, except to the extent, in each case as described in this Section 6.6(d), that the failure of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting same to be true would not in the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could aggregate reasonably be expected to adversely affect have a Material Adverse Effect.
(e) There are no pending condemnation or eminent domain proceedings or any proceedings in lieu thereof against any material respect of the ability to operate the Leased Lease Premises, Owned Real Property as currently operated. Neither or any part thereof, except to the whole nor any portion extent that the failure of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are same to be true would not in compliance with all applicable Legal Requirements and Ordersthe aggregate have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sears Holdings Corp), Asset Purchase Agreement (Esl Partners, L.P.)
Real Property. (a) Seller does not own No MDL Group Company owns any real property used in the Business.
(bproperty. Schedule 2.6(a)(i) Part 2.13(b) of the Disclosure Letter sets forth each parcel a list of all real property leased by the Seller any MDL Group Company or any Affiliate of the Seller that which is used primarily in the conduct of connection with the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real PropertyPremises”). Schedule 2.6(a)(ii) contains a list of certain other premises which are owned or leased by one or more Sellers in connection with operations unrelated to the Business but partially utilized by the MDL Group Companies under an arrangement with such Sellers (the “Temporary Use Premises”). Sellers have made available to Buyer true, and a true correct and complete list copies of all leases, subleases, licenses, concessions and other agreements leases relating to the Leased Premises (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”), which Leases are in full force and effect and have not been amended or modified. Other than as set forth on Schedule 2.6(a)(iii), no MDL Group Company or Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letterentered into any material sublease, Seller license, option, right, concession or the Affiliate of Seller that is a party to the Lease has not subleased, assigned other agreement or otherwise granted arrangement granting to any Person person the right to use or occupy such Leased Real Property Premises or any portion thereof; thereof or interest therein.
(b) The applicable Seller or MDL Group Company, as the case may be, has a valid leasehold interest in all Leased Premises. With respect to each Lease, (i) such Lease is a valid and binding obligation of the applicable Seller or its applicable Subsidiary and
, to Sellers’ knowledge, each other party to such Lease, and is in full force and effect, (ii) neither the applicable Seller nor MDL Group Company nor, to Sellers’ knowledge, any other party to any Lease is in material breach or material default in any respect under the terms of such Affiliate Lease and, to Sellers’ knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material breach or material default or permit termination, modification or acceleration thereunder, (iii) neither the applicable Seller nor MDL Group Company has not pledgedassigned, mortgaged transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold of any Lease, and (iv) no Seller nor any MDL Group Company has received any written notice that any Leased Premises is subject to any order to be sold, condemned, expropriated or otherwise granted an Encumbrance on its leasehold interest in taken by any Leased Real PropertyGovernmental Entity, with or without payment of compensation therefor, and, to Sellers’ knowledge, no such sale, condemnation, expropriation or taking has been threatened.
(c) Neither Seller nor Schedule 2.6(c) sets forth each Lease requiring a consent or other action by any Affiliate Person as a result of the Seller has received any written notice execution, delivery and performance of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersthis Agreement.
Appears in 2 contracts
Samples: Sale Agreement (Accelrys, Inc.), Sale Agreement (Symyx Technologies Inc)
Real Property. (a1) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 5.10(a) of the Disclosure Letter sets forth each parcel a list and description (including the legal description) of all real property leased owned by the Seller and all real property to be owned by the Seller on the Closing Date (the "Owned Real Property" or the "Real Property"). The Seller has good and marketable title to and owns the Owned Real Property applicable to it in fee simple subject to no Liens except as set forth in section 5.10(a) of the Disclosure Letter. Neither the Seller nor the Shareholder has received notice of any default or breach by the Seller or other owner under any Affiliate of the covenants, conditions, restrictions, easements, or rights-of-way affecting the Owned Real Property or any portion thereof, and to the best knowledge of the Seller that and the Shareholder, no such default or breach now exists, and no event has occurred or is used primarily in continuing which with notice or the conduct passage of time or both, would constitute a default thereunder.
(2) The Seller does not lease any real property related to the Business.
(3) The Seller has heretofore delivered to the Buyer a true, correct and complete copy of a recent title insurance policy with respect to each parcel of Owned Real Property. Neither the Seller nor any other owner of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Owned Real Property”), and a true and complete list of all Property has entered into any leases, subleases, licenseslicenses or occupancy agreements relating to the Owned Real Property and no Person has any rights to acquire, concessions lease, sublease or otherwise occupy the Owned Real Property or any part thereof or to otherwise obtain any interest therein, and other agreements (whether written there are no outstanding options, rights of first refusal or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, rights of reverter relating to the “Leases”)Owned Real Property or any interests therein. Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(iset forth in section 5.10(c) of the Disclosure Letter, Seller there are no service or the Affiliate of Seller that is a party maintenance contracts, management agreements or similar agreements relating to the Lease Owned Real Property. There has been no service, material or other work provided or supplied to the Owned Real Property that has not subleasedbeen paid in full, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(iiexcept as set forth in section 5.10(c) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real PropertyDisclosure Letter.
(c4) Neither Seller nor any Affiliate of With respect to the Seller has received any written notice of Real Property, (i) material violations there is a right of building codes and/or zoning ordinances or other Legal Requirements affecting ingress and egress to public thoroughfares to and from the Leased Real Property, (ii) existingthe Real Property has adequate water supply and sewer or septic service for the present use thereof and all sewer or septic service and water supply facilities required for the present use of the Real Property are properly and fully installed and operating, pending and (iii) all curb cut and street opening permits or threatened condemnation proceedings affecting licenses required for vehicular access to and from any part of the Leased Real Property to any adjoining public street have been obtained and, if required, paid for by the Seller and are in full force and effect. The Seller has heretofore delivered to the Buyer true, correct and complete copies of any certificate or certificates of operation for any incinerator, boiler or other burning equipment on the Real Property, to the extent available. There is no real property of any kind whatsoever used by the Business, except for the Real Property, and the Real Property constitutes all of the real property necessary to conduct the Business.
(5) All licenses, permits and certificates of occupancy (the "Approvals"), in connection with the construction, use, occupancy and maintenance of any Real Property are in full force and effect in accordance with the respective terms thereof, and none of the Approvals has been amended, assigned, pledged or otherwise transferred. There is no alteration, improvement or change in use of any building or other improvement located on the Owned Real Property that would require any new Approvals or amendment of an existing Approval. The condition and use of the Owned Real Property conforms to each Approval. The Seller has obtained all of the approvals necessary for the operation of the Business on the Real Property.
(6) To the best knowledge of each of the Seller and the Shareholder, except as disclosed in the capital expense budget set forth in section 5.12(c) of the Disclosure Letter or in section 5.10(f) of the Disclosure Letter, (i) the Real Property including, without limitation, all building systems and equipment, all structural components, the roof, the basement, all plumbing, electrical, mechanical, heating, ventilating, air conditioning and sprinkler systems, and all sewer, waste water, paving and parking equipment, systems and facilities, are fully installed and, as applicable, operating, in good condition and repair and adequate for the conduct of the business of the Seller as presently and proposed to be conducted, (ii) there are no defects in the same that would hinder or impair the business and operations of the Seller and, (iii) existingno extraordinary repair or improvement expense with respect thereto is anticipated during the two years following the Closing Date. The electricity service and all other public or private utilities ("Utilities") serving the Real Property are fully installed and operating, pending adequate for the conduct of the business of the Seller as presently and proposed to be conducted, and enter the Real Property through adjoining public streets or threatened zoningthrough valid easements across adjoining private lands, building code and all installation, connection and capital recovery charges in connection with the Utilities have been paid in full.
(7) To the best knowledge of each of the Seller and the Shareholder, there is no pending, proposed, contemplated or other moratorium proceedingsanticipated (i) annexation, condemnation, eminent domain or similar proceeding affecting, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor that may affect, all or any portion of the Real Property, (ii) proceeding to change or redefine the zoning classification of all or any Leased portion of the Real Property, (iii) imposition of any special or other assessments for public betterments or otherwise, (iv) special assessments affecting the Real Property or any portion thereof that are or would be payable by the Seller or the Shareholder and could result in a Lien against any of the Real Property, (v) change in any applicable Laws relating to the use, occupation or operation of the Real Property, (vi) tax certiorari proceeding with respect to any Real Property or (vii) pending changes in road patterns or grades that may adversely affect access to any roads providing a means of ingress or egress from the Real Property.
(8) In the last 18 months, neither the Seller nor the Shareholder has received notice from any insurance company or Board of Fire Underwriters (or organization exercising functions similar thereto) or from any mortgagee requesting the performance of any work or alteration in respect of any of the Real Property, and, to the best knowledge of each of the Seller and the Shareholder, there are no outstanding requirements or recommendations from any of the foregoing.
(9) There has been materially damaged or destroyed no material damage to any portion of the Real Property within the last 24 months caused by fire or other casualty since April 28that has not been repaired.
(10) Except as set forth in section 5.10(j) of the Disclosure Letter, 2010. All improvements on the Leased Real Property, Property (including all leasehold improvementsimprovements thereon) and the uses to which the Real Property (and all improvements thereon) are put, that were made after April 28, 2010and all operations conducted thereon, are in compliance with all applicable Legal Requirements with, and Ordersare not in default under or in violation of, any building, zoning, land use, public health, public safety, sewage, water or sanitation Law, or any Environmental Law or any covenant, easement, restriction or other agreement, materially affecting the Real Property and no notice of any such default or violation has been received by the Seller or the Shareholder.
(11) The Seller is not a "foreign person" for purposes of Section 1445 of the Code.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Image Guided Technologies Inc), Asset Purchase Agreement (Medsource Technologies Inc)
Real Property. (a) Seller does not own Neither the Company nor any of its Subsidiaries owns any real property used in the Businessproperty.
(b) Part 2.13(bSection 4.20(b)(i) of the Company Disclosure Letter sets forth each parcel Schedule contains a complete and accurate list of all existing material leases, subleases, licenses or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelyproperty, the “Leased Real Property”)) including, and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
, the name of the lessor, master and sublessor, the date of the Lease and each amendment thereto, the approximate square footage of the premises leased thereunder to the extent specified, and the aggregate annual rental payable thereunder. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (i) Except as disclosed on Part 2.13(b)(iincluding all modifications, amendments, supplements, consents, waivers and side letters thereto and all material agreements in connection therewith, including all work letters, improvement agreements, estoppel certificates, and subordination agreements). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Liens. Section 4.20(b)(ii) of the Company Disclosure Letter, Seller or Schedule contains a complete and accurate list of all of the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted existing Leases granting to any Person Person, other than the Company or any of its Subsidiaries, any right to use or occupy such occupy, now or in the future, any of the Leased Real Property including, with respect to each such Lease, the name of the master lessor, sublessor and sublessee, the date of the Lease and each amendment thereto, the square footage of the premises leased thereunder, and the aggregate annual rental payable thereunder. The Leases are each in full force and effect (other than any that have by operation of their terms expired or been terminated since the date hereof) and neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any Lease, and, to the knowledge of the Company, no event has occurred as of the date hereof that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any portion thereof; and
(ii) Seller of its Subsidiaries or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertyother party thereto.
(c) Neither Seller nor The Closing will not affect the enforceability against any Affiliate Person of any Lease or any rights of the Seller has received Company or the Surviving Corporation thereunder or otherwise with respect to any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including the right to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted.
(d) Each Lease constitutes the entire agreement of the landlord and the tenant thereunder, and no term or condition thereof has been modified, amended or waived and the copies of the Leases that have previously been delivered by the Company to Parent. Neither the Company nor any of its Subsidiaries owes brokerage commissions or finders fees with respect to any Leased Real Property, nor would the Company or any of its Subsidiaries owe any such fees if any existing Lease were renewed pursuant to any renewal options contained in such Lease. The Company and its Subsidiaries currently occupy all leasehold improvementsof the Leased Real Property for the operation of their business. The Company has not transferred or assigned any interest in any Lease, that were made after April 28, 2010, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person or entity.
(e) Each Leased Real Property and all of its operating systems are in compliance good operating condition and repair, water-tight and free from material structural, physical, mechanical, electrical, plumbing, roof or other defects, is maintained in a first-class manner consistent with all applicable Legal Requirements industry standards generally followed with respect to similar property, and Ordersis suitable for the conduct of the business of the Company and its Subsidiaries as presently conducted.
Appears in 2 contracts
Samples: Merger Agreement (Spectralink Corp), Merger Agreement (Polycom Inc)
Real Property. (a) Seller does not own Neither the Company nor any of the Company Subsidiaries owns any real property used in the Businessproperty.
(b) Part 2.13(bSection 4.24(b) of the Company Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate forth, as of the Seller that is used primarily in the conduct date of the Business as currently conducted (together with all rightsthis Agreement, title and interest of Seller or such Affiliate in and to leasehold improvements relating theretoa true, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true correct and complete list of all leasesreal property leased, subleasessubleased, licenseslicensed or otherwise occupied by the Company or any of the Company Subsidiaries and the address thereof (each, concessions and a “Leased Property”) and, with respect to each material Leased Property, each lease, sublease, license, sublicense or other agreements (whether written or oral)occupancy agreement, in each case, including all amendments, extensions renewals, guaranties and other agreements with respect thereto guarantees thereto, demising any such Leased Property to the Company or any Company Subsidiary (collectivelyeach, the a “LeasesLease Agreement”). Seller The Leased Property constitutes all of the real property used by the Company. Each Lease Agreement is in full force and effect, and except as has Made Available not had, and would not reasonably be expected to Purchaser have, a true Company Material Adverse Effect, the Acquired Companies (i) hold a valid and complete copy existing leasehold interest in each Leased Property and (ii) hold good and valid title to all material tangible properties and assets, in each case, free and clear of each Lease. all Liens other than Permitted Liens.
(c) With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) Leased Property, neither the Company nor any of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease Company Subsidiaries has not subleased, assigned licensed, sublicensed or otherwise granted to any Person the anyone a right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller , or such Affiliate of the Seller has not otherwise assigned, pledged, hypothecated, mortgaged or otherwise granted an Encumbrance on its leasehold interest in transferred any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances lease, sublease, license, sublicense or other Legal Requirements affecting the Leased Real Propertyinterest therein, (ii) existingexcept, pending or threatened condemnation proceedings affecting the Leased Real Propertyin each case, or (iii) existingas has not had, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could and would not reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. have, a Company Material Adverse Effect.
(d) Neither the whole Company nor any portion of the Company Subsidiaries nor, to the Company’s Knowledge, any Leased Real Property other party thereto is in material breach of, or is in violation or default under any Lease Agreement and no event has been materially damaged occurred that, with notice or destroyed lapse of time or both, would constitute such a material breach, violation or default by fire the Company or any of the Company Subsidiaries or, to the Company’s Knowledge, any other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersparty thereto.
Appears in 2 contracts
Samples: Merger Agreement (Portola Pharmaceuticals Inc), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)
Real Property. (a) Seller does not own The Company owns no real property and has no interest of any type in any real property used in other than the BusinessLeases.
(b) Part 2.13(bSchedule 3.13(b) of the Disclosure Letter sets forth describes each parcel Leased Real Property and each lease of real property leased by property, for office use or otherwise, written or unwritten, to which the Seller Company is a party or is in any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted way bond or obligated (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real PropertyLeases”). Other than the Leases, and a true and complete list of all there are no other leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectivelythereto, pursuant to which the “Leases”)Company holds any Leased Real Property. Seller has Made Available Sellers have delivered to Purchaser Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) such Lease is valid, binding, enforceable and in full force and effect, and the Company enjoys peaceful and undisturbed possession of the Disclosure LetterLeased Real Property;
(ii) the Company is not in breach or default under such Lease, Seller and no event has occurred or circumstance exists which, with the Affiliate delivery of Seller notice, passage of time or both, would constitute such a breach or default, and the Company has paid all rent due and payable under such Lease;
(iii) the Company has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under such Lease and, to the Knowledge of any Seller, no other party is a in default thereof, and no party to such Lease has exercised any termination rights with respect thereto;
(iv) the Lease Company has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(iiv) Seller or such Affiliate of the Seller Company has not pledged, mortgaged or otherwise granted an Encumbrance a Lien on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller The Company has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the casualty.
(d) The Leased Real Property, including Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements of the office and Ordersother space necessary to conduct the Business as currently conducted.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)
Real Property. (a) Seller does not own Neither the Company nor any Subsidiary has any ownership interest in any real property used in the Business.
(b) Part 2.13(bproperty. Schedule 3.16(a) of the Disclosure Letter Schedule sets forth each parcel a true and complete list of all real property of the Company and the Subsidiaries which is leased or subleased by the Company or the Subsidiaries (such real property leased by the Seller or any Affiliate of the Seller that subleased is used primarily in the conduct of the Business herein referred to as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), . The Company and a the Subsidiaries have made available to Parent true and complete list copies of all each lease with respect to the Leased Real Property (each, a “Lease”), each sublease (including any amendments or modifications thereto) and each other material agreement to which the Company or a Subsidiary is a party pertaining to the Leased Real Property. With respect to each Lease: (i) each is in full force and effect and there are no existing monetary defaults or material non-monetary defaults under any Lease by the Company or the Subsidiaries or, to the Knowledge of the Knowledgeable Sellers, the lessor or sublessor thereof; (ii) to the Knowledge of the Knowledgeable Sellers, no event has occurred that (with notice, lapse of time or both) would constitute a monetary breach or default or material non-monetary breach or default under any Lease by any party thereto; (iii) Since January 1, 2006, the Company’s and the Subsidiaries’ possession and quiet enjoyment of any Leased Real Property under such Lease has not been disturbed in any material respect; and (iv) except as set forth on Schedule 3.16(a) of the Disclosure Schedule, there are no leases, subleases, licenses, concessions and or other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted arrangements granting to any Person third party or parties the right to of use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate occupancy of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property and neither the Company nor any of the Subsidiaries has assigned its interest under any Lease or sublet any part of the premises covered thereby or exercised any right or option thereunder.
(b) The Company and the Subsidiaries have a valid leasehold interest in the Leased Real Property leased or subleased by the Company and the Subsidiaries, in each case free and clear of all Encumbrances, except for (i) Encumbrances listed or described on Schedule 3.16(b) of the Disclosure Schedule or (ii) Permitted Encumbrances.
(c) For all purposes under this Agreement, “Permitted Encumbrances” means (i) statutory liens for current Taxes (as defined in Section 3.20 hereof) or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate Action and for which adequate reserves have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairmen’s and other similar liens arising or incurred in the ordinary course of business with respect to charges not yet due and payable (excluding any liens arising under ERISA (as defined in Section 3.19(a) hereof)); (iii) easements, rights of way, encroachments, or restrictions affecting or burdening the Leased Real Property which individually or in the aggregate do not detract materially damaged from the current use or destroyed by fire or other casualty since April 28, 2010. All improvements on value of the Leased Real Property; (iv) zoning, including all leasehold improvementsbuilding, fire, health, environmental and pollution control Laws, ordinances, rules and safety regulations; and (v) liens that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orderswill be released at or prior to the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Providence Service Corp), Merger Agreement (Providence Service Corp)
Real Property. (a) Seller does not own any A complete and accurate list and description of all real property owned by Able or its Subsidiaries (other than Easements), in each case which is used or useful in the conduct of the Business, is set forth in Schedule 4.12(a) (the "Owned Real Property"). Able or one of its Subsidiaries has good, valid and marketable title in fee simple to each Owned Real Property free and clear of all Liens except Permitted Liens.
(b) Part 2.13(b) A complete and accurate list and description of all the Disclosure Letter sets forth each parcel of real property leased by the Seller to Able or any Affiliate of the Seller that its Subsidiaries (other than Easements), in each case which is used primarily or useful in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “"Leased Real Property”"), is set forth in Schedule 4.12(b). Except as set forth on Schedule 4.12(b), all Material Leases are in writing and are valid, effective, binding and in full force and effect. There has been no material breach of, or default under, any Material Lease by Able or one of its Subsidiaries or, to Able's Knowledge, any other Person, which breach or default has not been cured or waived (and no event has occurred which, with due notice or lapse of time or both, may constitute a breach or default), and no party to any Material Lease has given Able or one of its Subsidiaries written notice or made a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements claim with respect thereto (collectively, the “Leases”)to any breach or default under a Material Lease. Seller has Made Available to Purchaser a A true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure LetterMaterial Leases, Seller as amended to date, has been furnished to Bracknell. Able or one of its Subsidiaries is the Affiliate of Seller that is a party lessee or sublessee under all Material Leases or has succeeded (or will succeed prior to the Lease has not subleased, assigned Closing Date) to the rights of the lessee under such Material Leases and owns the leasehold interest created pursuant to such Leases free and clear of all Liens except Permitted Liens. Able or otherwise granted to one of its Subsidiaries validly occupies any Person improvements located on the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate in accordance with the terms of the Seller has not pledgedrelevant Leases free and clear of all Liens except Permitted Liens. All consents required under the Material Leases in connection with the transactions contemplated by this Agreement have been, mortgaged or otherwise granted an Encumbrance on its leasehold interest as of the Closing Date will be, obtained and furnished in any Leased Real Propertywriting to Bracknell.
(c) Neither Seller nor any Affiliate A complete and accurate list and description of all easements, the beneficial interest of which is owned by Able or one of its Subsidiaries, in each case which is used or useful in the conduct of the Seller has received any written notice Business is listed in Schedule 4.12(c) (the "Easements"). Schedule 4.12(c) also lists, with respect to each Easement, all contracts or other agreements (collectively, the "Easement Contracts") pursuant to which Able or one of its Subsidiaries (i) material violations of building codes acquired rights to the Easement, and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existinggranted rights to others to use or access any wires, pending or threatened condemnation proceedings affecting the Leased Real Propertycables, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect conduit located within the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.respective
Appears in 2 contracts
Samples: Merger Agreement (Able Telcom Holding Corp), Merger Agreement (Bracknell Corp)
Real Property. (a) Seller does not own any Schedule 4.18(a) sets forth a list, as of the Agreement Date, of the Owned Real Property and Leased Real Property. Company and Company Subsidiary each has good and valid title to all Owned Real Property as of the Agreement Date and valid title to the leasehold estate (as lessee or sublessee) in all Leased Real Property set forth on Schedule 4.18(a), in each case free and clear of all Liens, except for Permitted Liens and except for:
(i) Liens that secure Debt that are reflected on the Balance Sheet;
(ii) zoning, building and other generally applicable land use restrictions and applicable Law; and
(iii) Liens that have been placed by a third party on the fee title of real property used in the Businessconstituting Leased Real Property or real property over which Company or Company Subsidiary have easement rights, and subordination or similar agreements relating thereto.
(b) Part 2.13(bExcept as set forth in Schedule 4.18(b), all leases and subleases for the Leased Real Property under which Company or Company Subsidiary is a lessee or sublessee are in full force and effect and are enforceable, in all material respects, in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and no written notices of material default under any such lease or sublease have been sent or received by Company, Company Subsidiary or their respective Affiliates during the period from January 1, 2012 through the Agreement Date.
(c) None of Company, Company Subsidiary or their respective Affiliates has received any written notice from any Government Authority asserting any violation or alleged violation of applicable Laws with respect to any Real Properties that remains uncured as of the Disclosure Letter sets forth each parcel Agreement Date and that would reasonably be expected to have a Company Material Adverse Effect.
(d) None of real property leased by the Seller Company, Company Subsidiary nor any of its Affiliates has received written notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of such buildings or premises or any Affiliate of access thereto, and to the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest Knowledge of Seller no such proceedings are contemplated or (y) any special assessment or pending improvement liens to be made by any Government Authority which could materially and adversely affect any of such Affiliate buildings or premises.
(e) Notwithstanding anything in and this Agreement to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelythe contrary, the “Leased representations and warranties made by Seller in this Section 4.18 are the sole and exclusive representations and warranties made regarding the Owned Real Property”), Property and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersmatters.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Real Property. (a) Seller STFC does not own any real property used in the Businessproperty.
(b) Part 2.13(bSection 5.23(b) of the STFC Disclosure Letter sets forth each parcel a list of all of the real property leased leased, licensed, subleased or otherwise used or occupied by the Seller or any Affiliate STFC and its Subsidiaries as of the Seller that is used primarily in the conduct of the Business as currently conducted date hereof (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “STFC Leased Real Property”), . STFC and its Subsidiaries have a true valid and complete list of enforceable leasehold interest in all leases, subleases, licenseslicenses and occupancy agreements, concessions and other agreements as the same may have been amended, supplemented or otherwise modified from time to time (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “STFC Leases”). Seller has Made Available , free and clear of all subtenancies and other occupancy rights and Liens, with respect to Purchaser a true and complete copy of each Leasethe STFC Leased Real Property. With respect to each Lease:the STFC Leases, neither STFC nor any of its Subsidiaries are in breach thereof or default thereunder and there does not exist under any STFC Lease any event which, with or without the giving of notice or the lapse of time or both, would constitute such a breach or default by STFC or its Subsidiaries, except for such breaches and defaults as to which requisite waivers or consents have been obtained or which would not have a STFC Material Adverse Effect.
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure LetterNo action, Seller suit, investigation, arbitration, or the Affiliate of Seller that administrative or other proceeding is a party pending or, to the Lease has not subleasedKnowledge of STFC, assigned threatened that would reasonably be expected to curtail or otherwise granted to interfere with the current use and operation of any Person the right to use or occupy such STFC Leased Real Property or in any portion thereof; and
material respect, (ii) Seller or such Affiliate all Permits have been obtained which are required by Law for the current uses of all STFC Leased Real Property for the conduct of business as currently conducted and as planned to be conducted as of the Seller date of this Agreement, and (iii) STFC has no Knowledge and has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of a violation applicable to any building, zoning, health or other Law, contractual restriction or covenant or easements in respect of the use or occupation of the property and improvements subject to any STFC Lease for the conduct of business as currently conducted or as planned to be conducted as of the date of this Agreement, in each case, which would have a STFC Material Adverse Effect.
(i) material violations of building codes and/or zoning ordinances There are no condemnation, eminent domain or other Legal Requirements similar proceedings affecting the any STFC Leased Real PropertyProperty that are currently pending or, to the Knowledge of STFC, threatened and (ii) existingto the Knowledge of STFC, pending or threatened condemnation proceedings affecting the Leased Real Propertybuildings, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any structures and material respect fixtures located upon the ability to operate the STFC Leased Real Property as currently operated. Neither are, in all material respects, in good repair, working order and condition, and free from any known defects (subject to normal wear and tear) and, in the whole nor any portion case of any Leased Real Property has been materially damaged or destroyed by fire or buildings and other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010structures, are in compliance with all applicable Legal Requirements and Ordersstructurally sound.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement
Real Property. (a) Seller does not own any Xxxxxxxx owns no real property used in the Businessproperty.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and Velodyne has made available to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser Ouster a true and complete copy of each Leaselease, sublease, occupancy agreement or other Contract for the Velodyne Leased Real Property (collectively, the “Velodyne Real Property Leases”). With respect Each of Velodyne or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Velodyne Leased Real Property free and clear of all Liens, except for any Permitted Liens and except as would not reasonably be expected to each Lease:interfere in any material respects with the current use and operation of the Velodyne Leased Real Property by Velodyne and its Subsidiaries.
(ic) Except as disclosed on Part 2.13(b)(i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect, neither Velodyne nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to Velodyne’s Knowledge there are no such Proceedings threatened, affecting any portion of the Disclosure Letter, Seller Velodyne Leased Real Property and neither Velodyne nor any of its Subsidiaries has received written notice of the existence of any Order or the Affiliate of Seller that is a party any pending Proceeding relating to the Lease ownership, lease, use, occupancy or operation by any Person of the Velodyne Leased Real Property. Neither Velodyne nor any of its Subsidiaries has not leased, subleased, assigned licensed or otherwise granted to any Person the a material right to use or occupy such any of the Velodyne Leased Real Property or any material portion thereof; and
(ii) Seller . Neither Velodyne nor any of its Subsidiaries has granted any option or such Affiliate other right to any third party to purchase any of the Seller material Velodyne Leased Real Property or any material portion thereof. Except as has not pledgedhad and would not reasonably be expected to have, mortgaged individually or otherwise granted an Encumbrance on its leasehold interest in any the aggregate, a Velodyne Material Adverse Effect, each Velodyne Leased Real PropertyProperty and all buildings and improvements located on the Velodyne Leased Real Property are in a state of good operating condition, subject to reasonable wear and tear.
(cd) Neither Seller nor None of Velodyne or any Affiliate of its Subsidiaries, as the Seller has received any written notice of case may be, (i) is in material violations breach of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased material default under any Velodyne Real PropertyProperty Lease, (ii) existing, pending has Knowledge of the occurrence of an event which would reasonably be expected to result in a material breach of or threatened condemnation proceedings affecting the Leased a material default under any Velodyne Real Property, Property Lease or (iii) existinghas given or received any notice of default, termination, cancellation or nonrenewal with respect to any Velodyne Real Property Lease that, in each case, remains pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect uncured as of the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion date of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Velodyne Lidar, Inc.), Merger Agreement (Ouster, Inc.)
Real Property. (ai) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 3(p)(i) of the Disclosure Letter Schedule sets forth the address and description of each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Owned Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Leaseparcel of Owned Real Property:
(A) a Seller or Target Company has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens (except for Permitted Liens or Liens that will be released on or prior to the Closing, whether pursuant to the Sale Order or otherwise) as of the Closing;
(B) Other than the Third Party Leases, (i) Except as disclosed on Part 2.13(b)(i) none of the Disclosure LetterSellers or Target Companies has leased, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy all or any part of the Owned Real Property and there are no Persons other than Sellers or the Target Companies in possession of any such Leased Owned Real Property;
(C) other than the rights of Buyers pursuant to this Agreement and the rights of the Tiwest Joint Venture Participants under the Tiwest Joint Venture Documents, none of Sellers or Target Companies is a party to any unrecorded and outstanding options, rights of first offer or rights of first refusal to purchase, preferential purchase rights or similar rights, or agreement to sell, mortgage, pledge, hypothecate, lease, sublease, license, convey, alienate, transfer or otherwise dispose of, any Owned Real Property or any portion thereof;
(D) other than the rights of the Tiwest Joint Venture Participants under the Tiwest Joint Venture Documents, none of Sellers or Target Companies is party to any agreement or option to purchase any real property relating to the Acquired Business; and
(iiE) Seller Sellers have furnished to Buyers or such Affiliate made available to Buyers true, correct and complete copies of all deeds, title opinions, title insurance policies and surveys in their possession that relate to the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Owned Real Property. With respect to the foregoing subparagraphs (A) through (D) above, the representations and warranties with respect to the JV Owned Real Property are qualified to Sellers’ Knowledge.
(cii) Neither Seller nor any Affiliate Section 3(p)(ii) of the Seller has received any written notice Disclosure Schedule sets forth (x) the address of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the each Leased Real Property, and (iiy) existinga true and complete list of all Leases and Third Party Leases. Sellers have made available to Buyers true, pending correct and complete copies of all Leases and Third Party Leases, as amended through the date hereof. With respect to each of the Leases and Third Party Leases, as applicable:
(A) such Lease or threatened condemnation proceedings affecting Third Party Lease, as applicable (1) is legal, valid, binding, enforceable, and in full force and effect as against a Seller, Tiwest or a Target Company, or to the Knowledge of Sellers with respect to the JV Leased Real PropertyProperty only, against Tronox Australia the Tiwest Joint Venture Participants, as applicable, subject in each case to the application of any bankruptcy or other creditor’s rights laws; and (2) to Sellers’ Knowledge, is legal, valid, binding, enforceable, and in full force and effect as against the counterparty to such Lease or Third Party Lease (as applicable); provided that in the case of the JV Leased Real Property only, the representations and warranties contained in this item (2) of this Section 3(p)(ii)(A) are made and limited to Sellers’ Knowledge, subject in each case to the application of any bankruptcy or other creditor’s rights laws;
(B) as to the Leases, one or more of Seller, Target Company or Tiwest, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, the Tiwest Joint Venture Participants, as applicable, identified as the “lessee” or “tenant” under each such Lease is the lessee thereunder or has succeeded to the rights of the lessee under such Lease and owns the leasehold interest created pursuant to such lease free and clear of all Liens, except for Permitted Liens or Liens that will be released on or prior to the Closing (whether pursuant to the Sale Order or otherwise);
(C) none of Sellers, Target Companies or Tiwest, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, the Tiwest Joint Venture Participants, as applicable, is in breach or default under such Lease or Third Party Lease in any material respect and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such breach or default under any Lease or Third Party Lease; and
(D) no Seller, nor any Target Company, nor Tiwest, nor, to Sellers’ Knowledge, with respect to the JV Leased Real Property only, any Tiwest Joint Venture Participant, has assigned, subleased, sublicensed, mortgaged, pledged or otherwise encumbered or transferred its interest, if any, under any Lease or Third Party Lease.
(iii) existingTo the Knowledge of Sellers, there are no pending or threatened zoning, building code proposed special assessments or other moratorium proceedings, or similar matters which re-assessments of any parcel of land included in the Owned Real Property that could reasonably be expected to adversely affect result in a material increase in the real property Taxes or other similar charges payable by any material Seller, Target Company or Tiwest with respect the ability to operate the Leased any parcel of Owned Real Property as currently operated. Neither or in the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire rent, additional rent or other casualty since April 28sums and charges payable by any Seller, 2010. All improvements on Target Company or Tiwest under the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and OrdersLeases.
Appears in 2 contracts
Samples: Asset and Equity Purchase Agreement (Tronox Inc), Asset and Equity Purchase Agreement (Huntsman International LLC)
Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) Seller does not own any Parent and its Subsidiaries have good, valid and defensible title to all real property used in the Business.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased owned by the Seller Parent or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto its Subsidiaries (collectively, the “LeasesParent Owned Real Property”). Seller has Made Available ) and valid leasehold estates in all real property leased or subleased or otherwise occupied (whether as tenant, subtenant or pursuant to Purchaser other occupancy arrangements) by Parent or any Subsidiary of Parent that is material to Parent and its Subsidiaries taken as a true whole (collectively, including the improvements thereon, the “Parent Material Leased Real Property”) free and complete copy clear of all Encumbrances and defects and imperfections, except Permitted Encumbrances, (b) each Lease. With agreement under which Parent or any Subsidiary of Parent is the landlord, sublandlord, tenant, subtenant, or occupant with respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Parent Material Leased Real Property (each, a “Parent Material Real Property Lease”) is, to the knowledge of Parent and its Subsidiaries, in full force and effect and is valid and enforceable against the parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, has received written notice of any default by the Parent or its Subsidiaries under any Parent Material Real Property Lease that remains uncured as of the date of this Agreement, and (c) as of the date of this Agreement, to the knowledge of the Parent, there does not exist any notice or request from any Governmental Entity delivered to the Parent or its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by the Parent or any portion thereof; and
(ii) Seller or such Affiliate of its Subsidiaries that remains uncured as of the Seller has not pledgeddate of this Agreement nor, mortgaged any pending or, to the knowledge of Parent, threatened, condemnation or otherwise granted an Encumbrance on its leasehold interest in eminent domain Proceedings that affect any of the Parent Owned Real Property or the Parent Material Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Arrangement Agreement (Chord Energy Corp), Arrangement Agreement (ENERPLUS Corp)
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(b) of the The Disclosure Letter Schedule sets forth each parcel a complete list and the location of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (indicating whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
such property is (i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller owned or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to leased by any Person the right to use or occupy such Leased Real Property or any portion thereof; and
Warranted Subsidiary and (ii) Seller or such Affiliate subject to any Encumbrances. True and complete copies of all deeds, title registration certificates, title insurance policies and surveys relating to the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
Property (cas relevant) Neither Seller nor any Affiliate of and all documents evidencing all Encumbrances upon the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium Property have heretofore been made available to Purchaser. There are no proceedings, claims, disputes or similar matters which could conditions affecting any Real Property that would reasonably be expected to adversely affect in any material respect materially interfere with the ability to operate the Leased ownership and use of such Real Property as currently operatedin the business of the JVCo Group in a manner consistent with such ownership and use prior to the date hereof. Neither the whole nor any portion of any Leased the Real Property nor any other assets of any Warranted Subsidiary is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taking been materially damaged proposed or, to the Knowledge of the Shareholders, threatened. No Warranted Subsidiary is a party to any lease, assignment or destroyed similar arrangement under which any Warranted Subsidiary is a lessor, assignor or otherwise makes available for use by fire or other casualty since April 28, 2010. All improvements on the Leased any third party any portion of Real Property.
(b) Each Warranted Subsidiary has obtained all appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner in which the Real Property is currently being used and operated. Each Warranted Subsidiary has all leasehold improvementsapprovals, permits and licenses (including any and all environmental permits and all timber management, harvesting, transport and other appropriate permits and licenses) necessary to own or operate the Real Property as currently owned and operated; and no such approvals, permits or licenses will be required, as a result of the Transaction or the Restructuring, to be issued after the date hereof in order to permit Warranted Subsidiaries, following the Closing, to continue to own or operate the Real Property in the same manner as heretofore, other than any such approvals, permits or licenses that were made after April 28, 2010, are ministerial in compliance with all applicable Legal Requirements nature and Ordersare normally issued in due course upon application therefore without further action by the applicant.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (International Paper Co /New/)
Real Property. (a) Seller does Section 5.27(a) of the Buyer’s Disclosure Schedules sets forth a list of all owned real properties that are material to any Buyer Party (“Buyer Owned Real Properties”). The applicable Buyer Party has good and marketable title to each Buyer Owned Real Property, free and clear of any mortgages, liens, pledges, charges and encumbrances of any nature whatsoever, with such exceptions that (i) are not own any material and do not interfere with the use made of such real property used by the applicable Buyer Party, or (ii) would not result in a Buyer Material Adverse Effect. None of the BusinessBuyer Parties has received any written notice regarding, and, to the Knowledge of the Buyer Parties, there has not been threatened any pending condemnation, eminent domain, compulsory relocation or similar proceeding with respect to all or a portion of any Buyer Owned Real Property.
(b) Part 2.13(bSection 5.27(b) of the Buyer’s Disclosure Letter Schedules sets forth each a list of all leased, subleased or licensed real properties that are material to any of Buyer Ultimate Parent or any of its Controlled Affiliates (“Buyer Material Leases”). Each parcel of real property leased in which any of Buyer Ultimate Parent or any of its Controlled Affiliates has an interest (including lease, sublease, license, or occupation) is held under a valid, subsisting and enforceable lease, sublease, license, land use certificate, or other Contract, as applicable, by the Seller Buyer Ultimate Parent or any its applicable Controlled Affiliate of the Seller with such exceptions that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
are (i) not material and do not interfere with the use made of such real property by Buyer Ultimate Parent or its applicable Controlled Affiliate, or (ii) would not have resulted in a Buyer Material Adverse Effect. True and correct copies of Buyer Material Leases have been delivered or made available to Seller Parent, together with any amendments, modifications or supplements thereto. Except as disclosed on Part 2.13(b)(iprovided in Section 5.27(b) of the Buyer’s Disclosure LetterSchedules, Seller consummation of the transactions contemplated by this Agreement will not result in a breach of, or default under, any Buyer Material Lease, and will not result in the Affiliate payment by any Buyer Party to any lessor or other third party of Seller any change in control or other similar fees. None of the Buyer Parties or any of their Affiliates has received any written communication from the landlord or lessor under any of the Buyer Material Leases claiming that it is in breach of its obligations under such leases, except for written communications claiming breaches that would not have a party Buyer Material Adverse Effect. None of the Buyer Parties has received any written notice regarding, and, to the Lease Knowledge of the Buyer Parties, there has not been threatened any pending condemnation, eminent domain, compulsory relocation or similar proceeding with respect to all or a portion of any real property leased, subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property occupied by Buyer Ultimate Parent or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real PropertyControlled Affiliates.
(c) Neither Seller nor any Affiliate The Buyer Owned Real Properties and the Buyer Material Leases constitute all material real properties owned, leased, subleased, licensed or otherwise used in the operation of the Seller has received any written notice business of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements Buyer Ultimate Parent and Ordersits Controlled Affiliates.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tang Hsiang Chien), Stock Purchase Agreement (TTM Technologies Inc)
Real Property. (a) Seller does not own None of the Company or any of its Subsidiaries owns any real property used in the Businessor has any options or rights or obligations to purchase, rights of first refusal, rights of first negotiation or rights of first offer to purchase, any real property.
(b) Part 2.13(bSection 3.9(b) of the Company Disclosure Letter sets forth each parcel a complete and accurate list as of the date of this Agreement of all real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”)) leased, and a true and complete list subleased or licensed by the Company or any of its Subsidiaries (as lessor, sublessor or licensor, or lessee, sublessee or licensee, as the case may be) (all leases, subleases, licenses, concessions subleases and other agreements sublicenses (whether written or oral), including all amendments, modifications and extensions renewalsrelating thereto) pursuant to which the Company or its Subsidiaries (and all of its sublessees and licensees) occupies the Leased Real Property, guaranties and other agreements with respect thereto (collectively, “Company Leases”, and all Company Leases indicated as “Material Company Leases” on Section 3.9(b) of the Company Disclosure Letter (collectively “Material Leases”)). Seller Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) each Company Lease is a valid and binding obligation of the Company or one its Subsidiaries and is in full force and effect, and the Company or one of its Subsidiaries has Made Available a valid leasehold title thereto, free and clear of any Lien or Lien Instrument (other than any Lien or Lien Instrument which has been incurred by the owner of the fee title or holder of a superior leasehold interest of or in the real property and which does not interfere with the use or operation of the property in the Business); and (ii) with respect to Purchaser a true each Company Lease, the Company or one of its applicable Subsidiaries has performed each term, covenant and complete copy condition of each of the Company Leases that is to be performed by it. Neither the Company nor any Subsidiaries have received any written communication from, or given any written communication to, any other party to the Company Lease or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default (or that an event has occurred or circumstances exist that may (with notice, a lapse of time or both) constitute or result in such a default), and no such default exists on the part of the Company or any of its Subsidiaries (nor, to their Knowledge, does any default exist on the part of any other party) or indicating that such party intends to cancel, terminate or exercise any option to accelerate or recapture (A) under or with respect to any Material Lease, and (B) under or with respect to any other Company Leases except where the existence of such defaults, individually or in the aggregate, under any such other Company Lease does not and would not reasonably be expected to have a Company Material Adverse Effect. With respect to all Material Leases, all buildings, improvements and fixtures and equipment located within, on or under the Leased Real Property and used in the Business (w) are in good operating condition and repair (ordinary wear and tear excepted); and (x) are in material compliance with zoning and other applicable land use regulations for their current uses. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; that is the subject of a Material Lease, each such property is fit for the continued use of such facilities in the manner appropriate for the purposes for which it is presently devoted. The Company has made available to the Buyer true, complete and accurate copies of all Company Leases, and
(ii) Seller or such Affiliate , to the Knowledge of the Seller has not pledgedCompany, mortgaged there are no material oral agreements, promises or otherwise granted an Encumbrance on its leasehold interest in understandings with respect to any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Merger Agreement (Walgreen Co), Agreement and Plan of Merger (Option Care Inc/De)
Real Property. (a) The applicable Seller does not own any real property used has, in the Business.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel case of real property leased by located in the state of Texas, good and indefeasible title and, in the case of real property located elsewhere, good and marketable title to the fee or leasehold estates (as applicable) in all Transferred Owned Real Property and Transferred Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. Each of the Transferred Leases is valid, in full force and effect and is enforceable against the landlord that is party thereto in accordance with its terms. There exists no default or event of default on the part of any Seller or any Affiliate of its Affiliates or, to the Knowledge of Sellers, on the part of any other party under any of the Seller that is used primarily in the conduct Transferred Leases. Sellers have made available to Buyer complete and correct copies of all Transferred Leases, including any and all amendments or modifications thereto, and no term or condition of any of the Business Transferred Leases has been waived, modified or amended except as currently conducted reflected in such copies. Each of the Transferred Leases constitutes the entire agreement of the landlord and tenant thereunder. There are no pending or, to the Knowledge of Sellers, threatened condemnation proceedings or other Legal Proceedings relating to any Transferred Owned Real Property or Transferred Leased Real Property or other matters affecting materially and adversely the current use, occupancy or value thereof and there are no Contracts (together with all rightsother than Permitted Liens) granting to any party or parties other than Sellers the right of use or occupancy of any such parcel, title and interest there are no parties other than Sellers in possession of any such parcel. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Transferred Owned Real Property or, to the Knowledge of Sellers and Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelyParent, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Transferred Leased Real Property or any portion thereof; and
(ii) Seller thereof or interest therein other than in favor of Sellers, which such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertypurchase options and rights shall be fully and unconditionally assigned to Buyer at Closing.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Patterson Uti Energy Inc), Asset Purchase Agreement (Key Energy Services Inc)
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 3.14(a) of the Sarg Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions real property and other agreements (whether written interest in real property owned by Sarg or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto any of its Subsidiaries (collectively, the “LeasesSarg Owned Real Property”)) and the address for each Sarg Owned Real Property. Seller has Made Available Sarg or its Subsidiaries, as the case may be, holds good, valid, legal and marketable fee title to Purchaser the Sarg Owned Real Property, free and clear of all Liens, except for Permitted Liens.
(b) Section 3.14(b) of the Sarg Disclosure Schedule sets forth (i) a true and complete copy list of all real property leased, subleased or otherwise occupied by Sarg or any of its Subsidiaries (collectively, the “Sarg Leased Real Property”) and (ii) the address for each Leaseparcel of Sarg Leased Real Property. With respect Sarg or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Sarg Leased Real Property free and clear of all Liens, except for Permitted Liens.
(c) The Sarg Owned Real Property and the Sarg Leased Real Property are referred to each Lease:
collectively herein as the “Sarg Real Property.” The Sarg Real Property constitutes all real property necessary for the conduct of the business of Sarg and its Subsidiaries, taken as a whole, as currently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Sarg Material Adverse Effect, (i) Except as disclosed on Part 2.13(b)(ieach parcel of Sarg Real Property is in compliance with all existing Laws applicable to such Sarg Real Property, and (ii) neither Sarg nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to Sarg’s Knowledge there are no such Proceedings threatened, affecting any portion of the Disclosure LetterSarg Real Property and neither Sarg nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Proceeding, Seller or the Affiliate of Seller that is a party and to the Lease Knowledge of Sarg there is no such Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Sarg Real Property. Neither Sarg nor any of its Subsidiaries has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased any of the Sarg Real Property or any portion thereof; and
(ii) Seller . Neither Sarg nor any of its Subsidiaries has granted any option or such Affiliate other right to any third party to purchase any of the Seller Sarg Real Property or portion thereof. Except as has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could had and would not reasonably be expected to adversely affect have, individually or in any material respect the ability to operate the Leased aggregate, a Sarg Material Adverse Effect, each Sarg Real Property as currently operated. Neither and all buildings, structures, improvements and fixtures located on, under, over or within the whole nor any portion of any Leased Sarg Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements a state of good operating condition and Ordersare sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear.
Appears in 2 contracts
Samples: Merger Agreement (Strayer Education Inc), Merger Agreement (Capella Education Co)
Real Property. (a) Seller does The Acquired Companies do not own own, have never owned, and do not have any right of first refusal or option to purchase, any real property used in the Businessproperty.
(b) Part 2.13(b) of Except as would not reasonably be expected to have a Material Adverse Effect, each Acquired Company holds a valid and existing leasehold interest in the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted leased or subleased by such Acquired Company from another Person (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true is free and complete clear of all Encumbrances other than Permitted Encumbrances and Encumbrances described in the Company Leases. The Leased Real Property constitutes all of the real property used, occupied, licensed or leased by the Acquired Companies. Section 4.20(b) of the Company Disclosure Schedule sets forth an accurate list of all leasesCompany Leases, subleasesincluding the street address of the applicable Leased Real Property. True, licenses, concessions correct and other agreements complete copies of the Company Leases (whether written or oral), including all amendments, extensions extensions, renewals, guaranties guaranties, estoppels, subordination, non-disturbance and attornment agreements, and other agreements with respect thereto (collectively, the “Leases”)thereto) have been made available to Purchaser. Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) As of the Disclosure LetterAgreement Date, Seller no Acquired Company has received any written notice regarding any violation or breach or default by the Affiliate Acquired Companies under any Company Lease that has not since been cured, and to the Knowledge of Seller that is a the Company, no default exists on the part of any other party to the Company Leases, except for violations or breaches that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. No Acquired Company has received written notice of any pending or threatened condemnation or eminent domain proceedings or their local equivalent affecting or relating to the Leased Real Property. No Acquired Company has received written notice from any Governmental Body or other Person that the use and occupancy of any of the Leased Real Property, as currently used and occupied, and the conduct of the business thereon, as currently conducted, violate any deed restrictions, declarations, reciprocal easement agreements or similar restrictions or agreements, or zoning, subdivision or other land use, or similar Laws. No Acquired Company has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Company Lease or any interest therein, nor has not any Acquired Company subleased, assigned licensed or otherwise granted to any Person the a right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller thereof or such Affiliate any option, right of the Seller has not pledged, mortgaged first offer or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances refusal or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected contractual right with respect to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersinterest therein.
Appears in 2 contracts
Samples: Merger Agreement (Biodelivery Sciences International Inc), Merger Agreement (Collegium Pharmaceutical, Inc)
Real Property. (aSchedule 3.6(b)(i) Seller does not own any sets forth a list of each Assumed Lease and the real property used in location which is the Business.
subject thereof (b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelytogether, the “Leased Real Property”). The Sellers have made available to Purchaser, and prior to the date of this Agreement, a true and complete list of all leasestrue, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true correct and complete copy of each Assumed Lease. With respect to each Assumed Lease:
, (a) assuming due authorization and delivery by the other party thereto, such Assumed Lease constitutes the valid and legally binding obligation of the Sellers party thereto and, to the Sellers’ Knowledge, the counterparty thereto, enforceable against such Sellers and, to the Sellers’ Knowledge, the counterparty thereto in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity, and (b) except as set forth in Schedule 3.6(ii) neither such Sellers nor, to the Sellers’ Knowledge, the counterparty thereto is in breach or default under such Assumed Lease, and to the Sellers’ Knowledge no event has occurred or condition exists that, with notice or lapse of time, or both, would constitute a default by any Seller or, to the Sellers’ Knowledge, by any other party thereto, except (i) Except as disclosed on Part 2.13(b)(i) for those defaults that will be cured by the payment of Cure Costs in accordance with the Sale Order or waived in accordance with section 365 of the Disclosure Letter, Seller Bankruptcy Code (or that need not be cured under the Affiliate Bankruptcy Code to permit the assumption and assignment of Seller that is a party to the Lease has not subleased, assigned Assumed Leases) or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller to the extent such breach or such Affiliate of the Seller has default would not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in have a Material Adverse Effect. To the Sellers’ Knowledge, no Person that is not a Seller has any material respect the ability right to operate possess, use or occupy any of the Leased Real Property except as currently operatedset forth on Schedule 3.6(iii). Neither The leasehold interests of the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or Sellers in the Assumed Leases are subject to no Encumbrances other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersthan Permitted Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Complete Solaria, Inc.), Asset Purchase Agreement (Sunpower Corp)
Real Property. (a) Seller does not Neither the Company nor any of its Subsidiaries own any real property used in the BusinessReal Property.
(b) Part 2.13(b) Section 3.10 of the Disclosure Letter Schedules sets forth a true and complete list of each parcel of real property leased by lease (each, a “Real Property Lease”) under which the Seller Company or any Affiliate of the Seller that its Subsidiaries is used primarily in the conduct lessee of the Business as currently conducted any Real Property owned by any Third Party (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a . The Company has made available to Parent true and complete list copies of all leases, subleases, licenses, concessions and other agreements (whether written or oral)Real Property Leases, including any amendments thereto, and there is not currently in effect any sublease or assignment of such Real Property Lease entered into by the Company or any of its Subsidiaries, as applicable. Each Real Property Lease is valid, binding and in full force and effect, and none of the Company, any of its Subsidiaries or, to Company’s Knowledge, any other party thereto is in breach or default thereunder and to Company’s Knowledge no event has occurred that, with notice or the lapse of time, or both, would constitute a breach or default or permit termination, modification or acceleration thereunder. The Company and each of its Subsidiaries have a valid leasehold interest in all amendmentsLeased Real Property, extensions renewals, guaranties free and clear of all Encumbrances other agreements with respect thereto (collectively, the “Leases”)than Permitted Encumbrances. Seller has Made Available There exists no impediment to Purchaser a true and complete copy its or its Subsidiaries’ right to quiet enjoyment of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure LetterLeased Real Properties. Except for Permitted Encumbrances, Seller or the Affiliate of Seller that there are no agreements to which Company is a party to governing or affecting the Lease has not subleased, assigned occupancy or otherwise granted to tenancy of any Person of the right to use or occupy such Leased Real Property by any Person other than the Company or any portion thereof; and
of its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries has received any written notice (iior been served with legal process to the effect) Seller or, to the Company’s Knowledge, received oral notice that the whole or such Affiliate any part of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real PropertyProperty is subject to any pending suit for condemnation or other taking by any Governmental Authority, and no such condemnation or other taking is threatened in writing. The current use, occupancy and operation of the premises leased pursuant to the Real Property Leases by the Company or any of its Subsidiaries, as applicable, is in compliance with and permitted by the terms of the Real Property Leases.
(c) Neither Seller nor any Affiliate The Leased Real Property constitutes all of the Seller has received real property that is used in the business of the Company and its Subsidiaries or occupied by the Company or any written notice of (i) material violations its Subsidiaries in connection with the conduct of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Propertybusiness of the Company and its Subsidiaries. To the Company’s Knowledge, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate buildings and structures and improvements located on the Leased Real Property as currently operated. Neither the whole nor any portion are in adequate condition, subject to normal wear and tear, and are free of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersdefects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OncoCyte Corp), Merger Agreement (OncoCyte Corp)
Real Property. (a) No Seller does not own owns, or has, since January 1, 2013, owned, any real property used in the Businessproperty.
(b) Part 2.13(bSchedule 4.10(b) of the Disclosure Letter sets forth the address of each parcel of real property leased by the Seller Sellers and used in or any Affiliate of the Seller that is used primarily in necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate the Sellers in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, and guaranties and other agreements with respect thereto thereto, pursuant to which the Sellers hold any Leased Real Property (collectively, the “Leases”). Seller has Made Available The Sellers have delivered to Purchaser Buyer a true and complete copy of each Lease. With respect to each Lease:, except as set forth on Schedule 4.10(b):
(i) Except as disclosed on Part 2.13(b)(i) such Lease is valid, binding, enforceable and in full force and effect, and, to the Sellers’ Knowledge, the Sellers enjoy peaceful and undisturbed possession of the Disclosure LetterLeased Real Property;
(ii) the Sellers are not in breach or default under such Lease, Seller and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the Affiliate delivery of Seller notice, passage of time or both, would constitute such a breach or default;
(iii) Sellers have paid all rent due and payable under such Lease through the end of the last required payment date;
(iv) the Sellers have not received nor given any written notice of any default or event that is uncured that would constitute a default by the Sellers under any of the Leases and, to the Sellers’ Knowledge, no other party is in default thereof, and no party to the any Lease has exercised any termination rights with respect thereto;
(v) the Sellers have not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(iivi) Seller or such Affiliate of the Seller has Sellers have not pledged, mortgaged or otherwise granted an Encumbrance on its their leasehold interest interests in any Leased Real Property.
(c) Neither Seller nor any Affiliate of Except as set forth on Schedule 4.10(c), the Seller has Sellers have not received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or or, to the Knowledge of the Sellers, threatened zoning, building code or other moratorium proceedings, or similar matters which could would reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orderscasualty.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)
Real Property. (ai) Seller does not own has never owned any real property used in the Businessproperty.
(bii) Part 2.13(bSchedule 3.15(a) of the Disclosure Letter sets forth each parcel of real property leased by Seller Schedules identifies the Seller or any Affiliate of Leased Real Property and the Seller that is used primarily in the conduct of the Business as currently conducted lease relating to such Leased Real Property (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “LeasesLease”). Seller has Made Available to Purchaser a true valid and complete copy of each Leasesubsisting month-to-month leasehold interest in the Leased Real Property. With respect to each Lease:
: (iA) Except as disclosed on Part 2.13(b)(isuch Lease is in full force and effect and all rents, required deposits and additional rents due to date pursuant to each Lease have been paid in full; (B) there is no existing default by Seller or, to Seller’s Knowledge, by the lessor of such Lease; (C) Seller has not received any written notice that it is in default under the Disclosure LetterLease; and (D) there exists no event, Seller occurrence, condition or act (including the transactions contemplated by this Agreement), that with the giving of notice, the lapse of time or the Affiliate happening of any further event or condition, would constitute a default by Seller under the Lease. The Lease delivered to Buyer is the only lease and rental agreement, together with all amendments, that is a party to constitute the Leased Real Property and the Lease has not subleasedbeen amended, assigned modified or otherwise granted to any Person the right to use or occupy terminated since such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertydelivery.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any the Leased Real Property has been materially damaged condemned, requisitioned, or destroyed otherwise taken by fire any public authority, and no written notice of any such condemnation, requisition, or taking has been received by Seller. Seller has not received any written notice from a Governmental Authority or any lessor of Xxxxxx Real Property that there are any public improvements proposed or in progress that will result in special assessments against or otherwise adversely affect any of the Leased Real Property.
(iv) The zoning of the Leased Real Property permits the existing improvements and uses of Seller (including any variances, conditional use permits and other casualty since April 28special use restrictions).
(i) Seller’s leased portion of each of the buildings, 2010. All structures and improvements situated on the Leased Real Property is in good condition and repair, reasonable wear and tear excepted, (ii) none of the buildings, structures and improvements situated on the Leased Real Property, during the period of time during which such Leased Real Property has been leased by Seller, has been damaged by fire or other casualty except for such damage as has been fully repaired and restored prior to the date of this Agreement, and (iii) each of the buildings, structures and improvements situated on the Leased Real Property are located within the required set back, side yard and other conditions and requirements imposed by applicable Law with respect to such buildings, structures and improvements.
(vi) The Leased Real Property is supplied with utilities (including without limitation water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Leased Real Property as currently operated.
(vii) Other than Seller, no Person will be leasing, using or occupying any portion of the land, property, structures, fixtures and improvements covered by the Lease as of the Closing Date.
(viii) Seller has the right to quiet enjoyment of the Leased Real Property for the full term of the Lease (and any renewal option related thereto), and Buyer will continue to have such rights upon consummation of the transactions contemplated hereby conditioned on consent of the landlord and on Buyer after the Closing Date continuing to fulfill all the terms of the Lease, and the leasehold improvements, that were made after April 28, 2010, are or other interest of Seller in compliance with all applicable Legal Requirements and Ordersthe Leased Real Property is not subject to any Lien.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Reviv3 Procare Co), Asset Purchase Agreement (Reviv3 Procare Co)
Real Property. (ai) Seller does not own any real property used in the Business.
(b) Part 2.13(b) of the Disclosure Letter Exhibit B sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rightsa true, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true correct and complete list of all property owned by Blacksand and all written or oral leases, subleases, licenses, concessions and option agreements, rights to purchase, rights of first refusal, or other agreements occupancies of the Blacksand Real Property (whether written or oral), including all amendments, extensions renewalsextensions, renewals and guaranties and other agreements with respect thereto thereto) (collectively, the “LeasesProperty Agreements”) to which Blacksand is a party (as lessor, lessee, sublessee, licensee, option holder, or otherwise). Seller Blacksand has Made Available delivered or made available to Purchaser Hyperion a true true, correct and complete copy of each Leaseof the Property Agreements and all amendments, modifications and supplemental agreements thereto. With respect to Each of the Property Agreements is in full force and effect and is valid, binding and enforceable against the Blacksand and each Lease:
(i) Except of the other parties thereto, in accordance with its terms and has not been modified or amended except as disclosed on Part 2.13(b)(iExhibit B.
(1) Blacksand has not received from the other party to any Property Agreement any notice claiming that Blacksand is in default thereunder for which such default has not been cured; (2) all payments required to be paid by Blacksand pursuant to the Property Agreements have been paid prior to such payments becoming delinquent; (3) there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Property Agreement which has not been cured, nor has there occurred any uncured event which with the passage of time or the giving of notice or both would constitute such a breach or default; and (4) Blacksand has not received any written notice from the other party to any Property Agreement of the Disclosure Lettertermination or proposed termination thereof.
(iii) Blacksand presently enjoys peaceful and undisturbed possession of the Blacksand Real Property. There are no matters affecting the right, Seller or the Affiliate title and interest of Seller that is a party Blacksand in and to the Lease Blacksand Real Property which, in the aggregate, would adversely affect the ability to carry on the Business upon the Blacksand Real Property substantially in the manner in which such operations are currently carried on. No Person other than Blacksand has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Blacksand Real Property.
(civ) Neither Seller nor any Affiliate The current use of the Seller Blacksand Real Property in the conduct of Blacksand’s business does not violate any Property Agreement in any respect. Blacksand is not in violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the Blacksand Real Property or the use or occupancy thereof. Blacksand has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting from any Governmental Authority, with respect to the Leased Blacksand Real Property, of any violation or claimed violation by Blacksand of applicable building, zoning, subdivision, conservation, fire, health and safety and other land use and similar applicable laws, rules and regulations, permits, licenses, and certificates of occupancy.
(iiv) existingNone of the transactions contemplated by this Agreement constitutes an assignment of Blacksand’s rights under any Property Agreement, pending or threatened condemnation proceedings affecting and such transactions do not require the Leased consent of any Person under any Property Agreement.
(vi) Each use of the Blacksand Real Property by Blacksand is and has been valid, permitted and conforming uses in accordance with the current zoning classification of the Blacksand Real Property, and there are no outstanding variances or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect special use permits affecting the ability to operate the Leased Blacksand Real Property as currently operatedor their uses. Neither The operation of the whole nor any portion of any Leased Business on the Blacksand Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance complies with all applicable Legal Requirements laws, all applicable permits issued by Governmental Authorities, and Ordersall Property Agreements.
Appears in 2 contracts
Samples: Option Agreement (IPERIONX LTD), Option Agreement (IPERIONX LTD)
Real Property. Seller owns no real property other than as set forth on Schedule 6.20 and is not contractually obligated to purchase any real property that would constitute an Acquired Asset.
(a) Seller does not own any Schedule 6.20(a) contains a complete and accurate list of the following:
(i) all leases or licenses of real property used and interests in real property and the Businessbuildings, structures and improvements thereon, including the Office Leases (the “Leased Property”) pursuant to which Seller is the lessee or licensee;
(ii) all contracts or options (and all amendments, extensions and modifications thereto) held by Seller, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of Seller, to purchase, acquire or lease any interest in real property; and
(iii) all contracts or options (and all amendments, extensions and modifications thereto) granted by Seller, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of Seller, to sell or dispose of any interest in real property.
(b) Part 2.13(b) The Facilities are sufficient for the conduct of the Disclosure Letter sets forth each parcel of real property leased by Business as it is now being conducted. Seller has the Seller right under valid and existing leases or any Affiliate other agreements to occupy and use all Leased Property which it uses in the conduct of the Business. To Seller’s Knowledge, neither the whole nor any portion of the Facilities has been condemned, requisitioned or otherwise taken by any Governmental Authority, and Seller has not received any written or, to Seller’s Knowledge, oral notice that any such condemnation, requisition or taking is threatened, which condemnation, requisition or taking would preclude or materially impair the current use thereof. All buildings, structures and appurtenances comprising any part of the Facilities that are currently being used primarily in the conduct of the Business are in satisfactory condition and have been well maintained, normal wear and tear excepted. All Facilities have received all required Licenses (including a certificate of occupancy or other similar certificate permitting lawful occupancy of the Facilities) and have been operated and maintained in accordance with Law. All Facilities are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Facilities as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertyoperated.
(c) Each Lease of a Facility is in full force and effect, Seller is not in breach of or in default of its obligations under any such Lease, and to Seller’s Knowledge, no event has occurred which, with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration thereunder and no such Lease is subject to any Encumbrance or other restriction that substantially impairs the use of the property to which it relates in the Business as now conducted.
(d) Except as set forth on Schedule 6.20(d), Seller has not received any written or, to Seller’s Knowledge, oral notice that it is in violation of any zoning, use, occupancy, building, wetlands or environmental regulation, ordinance or other applicable Law or requirement relating to the Facilities. Seller has not received notice of any, and, to the Knowledge of Seller, there is no threatened, eminent domain proceeding or proceeding to change or redefine the zoning classification with respect to the Facilities.
(e) Seller and its Affiliates have obtained, have materially complied with, and are in material compliance with, all Licenses that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the Facilities and the operation of the Business. A list of all Licenses relating to Environmental, Health and Safety Requirements is set forth in Schedule 6.20(e). Such Licenses are in full force and effect, and there has been no breach or violation of any such Licenses.
(f) Neither Seller nor any Affiliate of the Seller its Affiliates has received any written or, to Seller’s Knowledge, oral notice of (i) material violations of building codes and/or zoning ordinances report or other Legal information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real PropertyLiabilities, including all leasehold improvementsany investigatory, that were made after April 28remedial or corrective Liabilities, 2010relating to any of them or their facilities arising under Environmental, are in compliance with all applicable Legal Requirements Health, and OrdersSafety Requirements.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (loanDepot, Inc.)
Real Property. (a) Seller does not own any Ouster owns no real property used in the Businessproperty.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and Ouster has made available to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser Velodyne a true and complete copy of each Leaselease, sublease, occupancy agreement or other Contract for the Ouster Leased Real Property (collectively, the “Ouster Real Property Leases”). With respect Each of Ouster or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Ouster Leased Real Property free and clear of all Liens, except for any Permitted Liens and except as would not reasonably be expected to each Lease:interfere in any material respects with the current use and operation of the Ouster Leased Real Property by Ouster and its Subsidiaries.
(ic) Except as disclosed on Part 2.13(b)(i) has not had and would not reasonably be expected to have, individually or in the aggregate, an Ouster Material Adverse Effect, neither Ouster nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to Ouster’s Knowledge there are no such Proceedings threatened, affecting any portion of the Disclosure Letter, Seller Ouster Leased Real Property and neither Ouster nor any of its Subsidiaries has received written notice of the existence of any Order or the Affiliate of Seller that is a party any pending Proceeding relating to the Lease ownership, lease, use, occupancy or operation by any Person of the Ouster Leased Real Property. Neither Ouster nor any of its Subsidiaries has not leased, subleased, assigned licensed or otherwise granted to any Person the a material right to use or occupy such any of the material Ouster Leased Real Property or any material portion thereof; and
(ii) Seller . Neither Ouster nor any of its Subsidiaries has granted any option or such Affiliate other right to any third party to purchase any of the Seller material Ouster Leased Real Property or any material portion thereof. Except as has not pledgedhad and would not reasonably be expected to have, mortgaged individually or otherwise granted in the aggregate, an Encumbrance on its leasehold interest in any Ouster Material Adverse Effect, each Ouster Leased Real PropertyProperty and all buildings and improvements located on the Ouster Leased Real Property are in a state of good operating condition, subject to reasonable wear and tear.
(cd) Neither Seller nor None of Ouster or any Affiliate of its Subsidiaries, as the Seller has received any written notice of case may be, (i) is in material violations breach of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased material default under any Ouster Real PropertyProperty Lease, (ii) existing, pending has Knowledge of the occurrence of an event which would reasonably be expected to result in a material breach of or threatened condemnation proceedings affecting the Leased a material default under any Ouster Real Property, Property Lease or (iii) existinghas given or received any notice of default, termination, cancellation or nonrenewal with respect to any Ouster Real Property Lease that, in each case, remains pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect uncured as of the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion date of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Velodyne Lidar, Inc.), Merger Agreement (Ouster, Inc.)
Real Property. (a) Seller does not own any The real property used demised by the leases described on Section 4.10(a) of the Disclosure Schedule constitutes all of the real property leased by any of the Sellers. Except as set forth on Section 4.10(a) of the Disclosure Schedule, the Seller Transferred Leased Real Property leases are in full force and effect, free of any default, dispute or controversy, and are valid and enforceable in accordance with their respective terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Legal Proceeding in equity or at Law) and no written notices of material default under any Seller Transferred Leased Real Property lease has been sent or received by any Seller. The Sellers have made available to the Buyers in the BusinessDataroom true, complete and correct copies of each of such leases. No AUC Entity is in default of any Transferred Lease Real Property lease, and to the Knowledge of the Sellers, no counterparty to any such lease is in default under any of such leases. All rent and other amounts due and payable with respect to the leases described in Section 4.10(a) of the Disclosure Schedule have been paid through the date of this Agreement. Each Seller enjoys peaceful and undisturbed possession of the Seller Transferred Leased Real Property leased by it.
(b) Part 2.13(bNone of the AUC Entities has received any pending written notice from any landlord or sublandlord or any of their respective agents of the default or termination of any such leases. Except as otherwise contemplated by this Agreement, none of the AUC Entities has subleased, assigned or transferred any of their rights with respect to the Seller Transferred Leased Real Property, nor have any of the AUC Entities entered into any agreement to do so.
(c) Section 4.10(c) of the Disclosure Letter Schedule sets forth all of the real property owned in fee simple (or its legal equivalent under local Law) by the AUC Entities. The Transferred Owned Real Property is owned free and clear of all Liens, other than Permitted Liens. The Sellers have made available to the Buyers in the Dataroom true, complete and correct copies of each of the purchase documents related to the Transferred Owned Real Property. Each applicable entity comprising the AUC Entities enjoys peaceful and undisturbed possession of the Transferred Owned Real Property. Except as set forth on Section 4.10(c) of the Disclosure Schedule, there are no leases, subleases, licenses, concessions, or other Contracts, granting to any party or parties the right of use or occupancy of any portion of the Transferred Owned Real Property. The legal descriptions contained in the deeds of each parcel of Transferred Owned Real Property describes each parcel adequately and the buildings, improvements, fixtures, machinery, equipment, mechanical and utility systems and other tangible assets are located within the boundary lines of the described parcels, are not in violation of applicable Laws, including setback requirements, zoning laws, and ordinances (and none of the parcels of Transferred Owned Real Property or buildings, improvements, fixtures, machinery, equipment, mechanical and utility systems and other tangible assets thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and do not materially encroach on any easement which may burden the parcel, and each such parcel does not serve any adjoining real property leased by for any purpose inconsistent with the Seller or any Affiliate use of the parcel, and the parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained.
(d) Except as set forth on Section 4.10(d) of the Disclosure Schedule, each Transferred Owned Real Property and Seller that Transferred Leased Real Property is used primarily (i) supplied with utilities, including water, electricity, gas, septic and sewer services, and has access to and from public streets or via permanent, irrevocable, appurtenant easements, in each case as is necessary for the conduct of the Business as currently conducted or as proposed to be conducted thereon; (together ii) assessed by local property assessors or taxing authorities as a tax parcel or parcels separate from all other tax parcels; (iii) in compliance with all rightsthe terms and provisions of any restrictive covenants, title easements, agreements, and interest of encumbrances affecting such Transferred Owned Real Property or Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Transferred Leased Real Property”); and (iv) in compliance with all applicable Laws, including zoning and land use Laws, Environmental Laws and Educational Laws, and a true all approvals of Governmental Authorities (including Permits) required in connection with the ownership or operation of the Transferred Owned Real Property and complete list of all leasesSeller Transferred Leased Real Property have been obtained. The buildings, subleasesimprovements, licensesfixtures, concessions machinery, equipment, mechanical and utility systems and other agreements (whether written or oral)tangible assets, including all amendmentsthe roofs and structural elements of any buildings or structures located on each Transferred Owned Real Property and Seller Transferred Leased Real Property, extensions renewalsare free from structural or other material defects, guaranties are in good working condition and order, ordinary wear and tear excepted, and are adequate for the conduct of the Business as currently conducted. There are no outstanding sales Contracts, options, rights of first refusal, rights of first offer or other agreements similar pre-emptive or purchase rights with respect thereto (collectivelyto any Transferred Owned Real Property or, to the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) Knowledge of the Disclosure LetterSellers, any Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Transferred Leased Real Property or any portion thereof; and
(ii) Seller thereof or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertytherein.
(ce) Neither With respect to each Transferred Owned Real Property and Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Transferred Leased Real Property, there are no pending or, to the Knowledge of the Sellers, threatened (i) appropriation, condemnation, eminent domain or like proceedings; (ii) existing, pending proceedings to change or threatened condemnation proceedings affecting redefine the Leased Real Property, zoning or land use classification of such property; or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operatedLegal Proceedings related thereto. Neither the whole nor any No portion of any Transferred Owned Real Property or Seller Transferred Leased Real Property has been materially damaged or destroyed suffered any damage by fire fire, hurricane, or other casualty since April 28loss which has not heretofore been completely repaired and restored to its original or better condition, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements ordinary wear and Orderstear excepted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Devry Inc), Asset Purchase Agreement (Devry Inc)
Real Property. (a) Seller does not own None of the Acquired Entities owns any real property used in the Business(whether beneficially or of record).
(b) Part 2.13(bSchedule 6.13(b) of lists all surface leases (and the Disclosure Letter sets forth each parcel of lands covered thereby) pursuant to which any Acquired Entity leases real property leased by the Seller with a book or any Affiliate market value in excess of the Seller that is used primarily in the conduct of the Business as currently conducted $50,000 (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, listed leases collectively, the “Leased Real PropertyScheduled Leases”), together with a general description of any material improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee and a true the date and complete list term of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”)each lease. Seller has Made Available to Purchaser a A true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure LetterScheduled Leases, Seller as amended to date, has been made available to Acquirer. The Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease is the lessee or has succeeded to the rights of the lessee under such Scheduled Lease and owns the leasehold interest created pursuant to such lease free and clear of all Liens except Permitted Liens. Each Scheduled Lease is in full force and effect and, to the Knowledge of any Contributor, constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditors’ Rights. No event has occurred that constitutes, or that with the giving of notice or the Affiliate passage of Seller that is time or both would constitute, a default under any Scheduled Lease by any Acquired Entity or, to the Knowledge of any Contributor, by any other party to any Scheduled Lease or would permit termination, modification or, to the Knowledge of any Contributor, acceleration thereof by any party thereto other than an Acquired Entity. Each Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease has not subleased, assigned either owns the improvements located on the lands covered by such lease or validly occupies such improvements in accordance with the terms of such lease free and clear of all Liens except Permitted Liens or except as otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance described on its leasehold interest in any Leased Real PropertySchedule 6.13(b).
(c) Neither Seller nor any Affiliate Except as set forth on Schedule 6.13(c), the real property leased pursuant to the Scheduled Leases constitutes all of the Seller has received any written notice of real property (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased “Real Property”) which has been used in connection with the ownership and operations of the business of the Acquired Entities since December 31, (ii) existing2011. Except as set forth on Schedule 6.13(b), pending or threatened condemnation proceedings affecting other than the Leased Real PropertyAcquired Entities, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect there are no parties in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor possession of any portion of any Leased Real Property as lessees, subtenants or tenants at sufferance. The Acquired Entities have full right and authority to use and operate all of the improvements located on the Real Property, subject to applicable Laws and Permitted Liens. Such improvements are being used, occupied and maintained in all material respects by the Acquired Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. There is no pending or, to the Knowledge of any Contributor, threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the Real Property, nor has any Contributor or any Acquired Entity received written notification that any such proceeding or assessment is contemplated. Except as set forth on Schedule 6.13(c), to the Knowledge of any Contributor, the improvements located on the Real Property (the “Facilities”) are free from material structural and mechanical defects (including roofs) and have been used by Acquired Entities in the ordinary course of business and remain as of the Closing Date in suitable and adequate condition for such continued use. The Acquired Entities have not deferred maintenance of the Facilities in contemplation of the transactions contemplated by this Agreement. All of the Real Property has been materially damaged direct access to public roads without the use of any easement, license or destroyed by fire or other casualty since April 28right of way.
(d) Contributors have made available to Acquirer true and complete copies of all deeds, 2010. All improvements on leases, title opinions, title insurance policies and surveys in the Leased possession of the Acquired Entities that relate to the Real Property, including together with copies of all leasehold improvementsreports of any engineers, that were made after April 28, 2010, are environmental consultants or other consultants in compliance with all applicable Legal Requirements and Ordersthe possession of the Acquired Entities relating to any of the Real Property.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (New Source Energy Partners L.P.)
Real Property. (a) Seller does not own any real property used in DENTSPLY or its Subsidiaries, as the Businesscase may be, holds good, valid, legal and marketable fee title to the DENTSPLY Owned Real Property, free and clear of all Liens, except for Permitted Liens.
(b) Part 2.13(bDENTSPLY or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the DENTSPLY Leased Real Property free and clear of all Liens, except for Permitted Liens.
(c) of The DENTSPLY Owned Real Property and the Disclosure Letter sets forth each parcel of DENTSPLY Leased Real Property are referred to collectively herein as the “DENTSPLY Real Property.” The DENTSPLY Real Property constitutes all real property leased by the Seller or any Affiliate of the Seller that is used primarily in necessary for the conduct of the Business business of DENTSPLY and its Subsidiaries, taken as a whole, as currently conducted (together with all rightsconducted. Except as has not had and would not reasonably be expected to have, title and interest individually or in the aggregate, a DENTSPLY Material Adverse Effect, neither DENTSPLY nor any of Seller its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or such Affiliate in other similar Proceedings that are pending, and to leasehold improvements DENTSPLY’s Knowledge there are no such Proceedings threatened, affecting any portion of the DENTSPLY Real Property and neither DENTSPLY nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating theretoto the ownership, includinglease, but not limited touse, security deposits, reserves occupancy or prepaid rents paid in connection therewith, collectively, operation by any Person of the “Leased DENTSPLY Real Property”). Neither DENTSPLY nor any of its Subsidiaries has leased, and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned licensed or otherwise granted to any Person the a material right to use or occupy such Leased any of the material DENTSPLY Real Property or any material portion thereof; and
(ii) Seller . Neither DENTSPLY nor any of its Subsidiaries has granted any option or such Affiliate other right to any third party to purchase any of the Seller material DENTSPLY Real Property or any material portion thereof. Except as has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could had and would not reasonably be expected to adversely affect have, individually or in any material respect the ability to operate the Leased aggregate, a DENTSPLY Material Adverse Effect, each DENTSPLY Real Property as currently operated. Neither and all buildings and improvements located on the whole nor any portion of any Leased DENTSPLY Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements a state of good operating condition, subject to reasonable wear and Orderstear.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Merger Agreement (Sirona Dental Systems, Inc.)
Real Property. (a) Seller does not own any real property used in Section 3.12(a) of the BusinessDisclosure Schedule sets forth the address, tax parcel identification number, and legal description of each parcel of Owned Real Property, as well as the titleholder of record with respect thereto. With respect to each parcel of Owned Real Property, the Person indicated on Section 3.12(a) of the Disclosure Schedule is the sole titleholder of record and owns good and marketable indefeasible fee simple absolute title and all equitable interests therein to such Owned Real Property, together with all privileges, rights, easements, hereditaments, and appurtenances thereunto belonging, free and clear of all Liens, other than Permitted Liens.
(b) Part 2.13(bSection 3.12(b) of the Disclosure Letter Schedule sets forth the address of each parcel of real property leased by Leased Real Property and a description of each Lease and the Seller or any Affiliate holder of the Seller that is used primarily leasehold interest with respect thereto. To the Knowledge of Seller, no party to any Lease has threatened to cancel or not renew such Lease, nor has any party thereto threatened or alleged any material breach of such Lease. Subject to the respective terms and conditions in the conduct Leases, the Person indicated on Section 3.12(b) of the Business as currently conducted (together with Disclosure Schedule is the sole legal and equitable owner of the leasehold interest, and has all rights, rights in each of the Leased Real Properties and possesses good and marketable leasehold title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), free and a true and complete list clear of all leases, subleases, licenses, concessions and Liens other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Leasethan Permitted Liens. With respect to each Lease:
, (i) Except as disclosed on Part 2.13(b)(i) neither Seller’s nor any of its Affiliates’ possession and quiet enjoyment of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Leased Real Property under such Lease has ever been disturbed, and there are no current material disputes with respect to such Lease, (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iii) neither Seller nor any of its Affiliates owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease, (iv) neither Seller nor any of its Affiliates has subleased, assigned licensed or otherwise granted to any Person other party the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) , and there are no Persons other than Seller or such its applicable Affiliate of the Seller has not pledged, mortgaged occupying or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting holding valid rights to occupy the Leased Real Property, (iiv) existingneither Seller nor any of its Affiliates has collaterally assigned or granted any security interest in such Lease or any interest therein, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iiivi) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in neither Seller nor any material respect the ability to operate the of its Affiliates has received written notice that either such Leased Real Property as currently operated. Neither or the whole nor use or occupancy thereof violates in any portion of way any applicable Permits, covenants, conditions or restrictions, whether foreign, federal, state, provincial, local or private, (vii) such Leased Real Property or the holder of the leasehold interest therein has been materially damaged or destroyed by fire or other casualty since April 28received all required Permits in connection with the use and occupancy thereof, 2010. All improvements on the and (viii) such Leased Real Property, including all leasehold improvementsthe mechanical systems, that were made after April 28HVAC systems, 2010plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance and ordinary wear and tear, are reasonably sufficient for the operation thereof for its current use, and neither Seller nor any of its Affiliates is aware of any material structural or other physical defect or deficiency in the condition of such Improvements, and, to the Knowledge of Seller, there are no facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such Improvements or any portion thereof in the operation of the Business as currently conducted thereon. Seller has received no written notice that either the Leased Real Property or the use or occupancy thereof violates in any way any applicable Permits, covenants, conditions or restrictions, whether foreign, federal, state, provincial, local or private, and, to the Knowledge of Seller, the Leased Real Property or the holder of the leasehold interest therein has received all required Permits in connection with the use and occupancy thereof.
(c) Except as set forth in Section 3.12(c) of the Disclosure Schedule, with respect to each parcel of Real Property: (i) there are no pending or, to the Knowledge of Seller, threatened condemnation Proceedings, suits or administrative actions relating to any such parcel or other matters adversely affecting the current use, occupancy or value thereof, (ii) Seller has received no written notice that the use, ownership, occupancy and operation of the Real Property in the manner in which it is now used, owned, occupied and operated does not comply in all material respects with all zoning, building, use, safety or other similar Laws, (iii) to the Knowledge of Seller, all Improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such Real Property and sufficient for their current occupancy and use, (iv) neither Seller nor any of its Affiliates has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Real Property and, to the Knowledge of Seller, no such special Taxes, levies or assessments are pending or contemplated, (v) there are no Contracts granting to any third party or parties the right of use or occupancy of any such Real Property, and there are no third parties in possession of any such Real Property, (vi) each such Real Property abuts on and has direct vehicular access to a public road and there is no pending or, to the Knowledge of Seller, threatened termination of such access, (vii) to the Knowledge of Seller, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for such Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon, and neither Seller nor any of its Affiliates has received any notice of discontinuance of or reduction in such services, and (viii) to the Knowledge of Seller, such Real Property is in material compliance with all applicable Legal Requirements Laws and OrdersPermits, including, but not limited to, building, zoning, subdivision, health and safety and other land use and building codes, ordinances, statutes or Laws, including the Americans with Disabilities Act of 1990, as amended, and similar Laws in foreign jurisdictions in which a parcel of Real Property is situated, and all insurance requirements affecting such Real Property, and neither Seller nor any of its Affiliates has received notice of violation of any such Laws which have not heretofore been cured or corrected.
(d) Except as set forth in Section 3.12(d) of the Disclosure Schedules, the Real Property constitutes all of the real property and Improvements owned, leased, subleased, licensed or otherwise used or occupied in connection with the Business. Neither Seller nor any of its Affiliates is party to any Contract or option to purchase or lease any other real property or any portion thereof or interest therein.
Appears in 2 contracts
Samples: Purchase Agreement (Cree Inc), Purchase Agreement (Cree Inc)
Real Property. (ai) Seller Each Contract under which such Party or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant or occupant (each, in the case of the Company or any of its Subsidiaries, a “Company Real Property Lease”, and in the case of Parent or any of its Subsidiaries, a “Parent Real Property Lease”) with respect to material real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by such Party or any of its Subsidiaries (collectively, including the improvements thereon, in the case of the Company or any of its Subsidiaries, “Company Leased Real Property”, and in the case of Parent or any of its Subsidiaries, “Parent Leased Real Property”) is valid and binding on such Party or the Subsidiary thereof party thereto, and, to the Knowledge of such Party, each other party thereto and, subject to the General Enforceability Exception, enforceable against such Party and its Subsidiaries party thereto in accordance with its terms. Neither such Party nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of the Company Leased Real Property (in the case of the Company) or of the Parent Leased Real Property (in the case of Parent) in a manner that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property (in the case of the Company) or of the Parent Leased Real Property (in the case of Parent) by such Party or its Subsidiaries in the operation of their business thereon. There is no uncured default by such Party or any of its Subsidiaries under any Company Real Property Lease (in the case of the Company) or under any Parent Real Property Lease (in the case of Parent) or, to the Knowledge of such Party, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would reasonably be expected to constitute a default thereunder by such Party or any of its Subsidiaries or, to the Knowledge of such Party, by any other party thereto. As of the date of this Agreement, neither such Party nor any of its Subsidiaries has received any written notice of termination or cancelation, and to the Knowledge of such Party, no termination or cancelation is threatened, under any Company Real Property Lease (in the case of the Company) or under any Parent Real Property Lease (in the case of Parent).
(ii) The Company does not own any real property used property. Parent or one of its Subsidiaries owns valid title in the Business.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of all real property leased owned by the Seller or any Affiliate such Person, free and clear of the Seller that is used primarily in the conduct of the Business as currently conducted all Liens other than Permitted Liens (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Parent Owned Real Property”). There are no outstanding options, repurchase rights or rights of first refusal to purchase or lease any Parent Owned Real Property, or any portion thereof or interest therein to which Parent or one of its Subsidiaries is a party. To Parent’s Knowledge, there is no condemnation, expropriation or other proceeding in eminent domain pending or threatened, affecting any Parent Owned Real Property or any portion thereof or interest therein. Neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy the Parent Owned Real Property. Such Party or one of its Subsidiaries has good and a true valid leasehold interest in the Company Leased Real Property (in the case of the Company) and complete list in the Parent Leased Real Property (in the case of Parent), in each case free and clear of all Liens (other than Permitted Liens and leases, subleases, licenses, concessions conditions, encroachments, easements, rights-of-way, restrictions, and other agreements (whether written encumbrances that do not or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has would not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in any material respect the ability operation of its business).
(iii) All fixtures and other improvements to operate the Company Leased Real Property as currently operated. Neither (in the whole nor any portion case of any the Company) and the Parent Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on and Parent Owned Real Property (in the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, case of Parent) are in compliance with all applicable Legal Requirements good operating condition and Ordersin a state of good repair and maintenance (normal wear and tear and scheduled maintenance excepted).
Appears in 2 contracts
Samples: Merger Agreement (Destination Maternity Corp), Merger Agreement
Real Property. (a) Seller does not own any Section 4.17(a)(i) of the Amneal Disclosure Letter contains a complete and accurate list by property, city, state and country of all interests in real property used currently owned in fee by Amneal and any of its Subsidiaries (the Business“Amneal Owned Real Property”). Section 4.17(a)(ii) of the Amneal Disclosure Letter contains (i) a complete and accurate list, by property, city, state and country, of all real property currently leased (as lessee), licensed (as licensee) or subleased (as sublessee) by Amneal or any of its Subsidiaries (the “Amneal Leased Real Property”; and, together with the Amneal Owned Real Property, collectively, the “Amneal Real Property”) and (ii) a description of each Amneal Lease and all amendments, modifications and supplements thereto.
(b) Part 2.13(b) The Amneal Owned Real Property, together with the Amneal Leased Real Property, is sufficient in all material respects for the operation of the Disclosure Letter sets forth business currently conducted by Amneal and its Subsidiaries in the ordinary course of business, and Amneal and each parcel of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession of the Amneal Owned Real Property and the Amneal Leased Real Property sufficient for current business and operational use requirements.
(c) Amneal and/or its Subsidiaries, as applicable, has good and valid fee simple title to all Amneal Owned Real Property, free and clear of any Liens other than Permitted Liens. Amneal has made available to Amneal accurate and complete copies of all title insurance policies, title reports and surveys for the Amneal Real Property in possession or control of Amneal or any of its Subsidiaries. To the Knowledge of Amneal, all buildings, plants, structures and other improvements that form a part of the Amneal Real Property lie wholly within the boundaries of the land owned or leased by Amneal or its Subsidiaries, as applicable, and do not materially encroach upon the property of, or otherwise materially conflict with the property rights of, any other person.
(d) None of the Amneal Owned Real Property is subject to any lease, license, or sublease or any material use or occupancy agreement entered into outside of the ordinary course of business pursuant to which Amneal or any of its Subsidiaries has granted any third party or third parties the right to use or occupancy of such Amneal Owned Real Property (other than Permitted Liens or to Amneal or any of its Subsidiaries).
(e) To Amneal’s Knowledge, (i) all improvements on the Amneal Real Property are structurally sound and in working order sufficient for their normal operation in the manner currently being operated, normal wear and tear excepted and (ii) the utilities servicing the Amneal Real Property are adequate for the operation of each facility as it is currently being operated.
(f) The Amneal Owned Real Property, and the current use and occupancy thereof, is in material compliance with (i) all applicable building, zoning, subdivision, health and safety and other Laws pertaining to the ownership, construction, use or occupancy of real property, including the Americans with Disabilities Act of 1990, as amended, (ii) all easements, covenants, conditions, restrictions or similar provision in any instrument of record or other unrecorded agreement affecting such property leased and (iii) any requirements of any Governmental Authority in connection with (A) such Governmental Authority’s consents and/or (B) any entitlements or benefits extended by such Governmental Authority, in both cases, in relation to the Seller use and development of the real property and operation of the facilities thereon. To Amneal’s Knowledge, each lease that requires registration with any Governmental Authority has been duly registered.
(g) To Amneal’s Knowledge, no eminent domain, condemnation or other similar proceeding is pending or threatened affecting any of the Amneal Owned Real Property, Amneal Leased Real Property or any Affiliate part thereof.
(h) There are no outstanding options, rights of the Seller that is used primarily in the conduct first offer or rights of the Business as currently conducted first refusal to purchase any Amneal Owned Real Property or any portion thereof or interest therein.
(together with all rightsi) Each contract, title and interest agreement or arrangement (including any option to purchase contained therein) pursuant to which Amneal or any of Seller its Subsidiaries leases, licenses or such Affiliate in and to leasehold improvements relating theretosubleases any Amneal Leased Real Property (each, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewithan “Amneal Lease” and, collectively, the “Amneal Leases”) is a written agreement in full force and effect, and is valid, binding and enforceable, subject to proper authorization and execution of each Amneal Lease by the other parties thereto and except to the extent that enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ right generally and by general equity principles. Amneal has made available to Amneal (in each case, together with all material amendments, assignments, modifications, supplements, waiver or other changes thereto) true and complete copies of all Amneal Leases and, in the case of any oral Amneal Lease, a written summary of the material terms of such Amneal Lease, to which Amneal or any of its Subsidiaries is a party. None of Amneal or any of its Subsidiaries subleases (as sublessor), licenses (as licensor) or grants the use or occupancy of, to any other person (other than business invitees in the ordinary course of business), any portion of the Amneal Leased Real Property”). Except for Permitted Liens, and a true and complete list none of all leasesAmneal or any of its Subsidiaries has collaterally assigned, subleasestransferred, licensesconveyed, concessions and other agreements (whether written mortgaged, deeded in trust or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each encumbered any interest in any Amneal Lease. With respect to each Lease:.
(ij) Except as disclosed There exists no default or event of default on Part 2.13(b)(ithe part of Amneal or any of its Subsidiaries under any Amneal Leases or, to Amneal’s Knowledge, any other party thereto, in each case that has not been cured and to Amneal’s Knowledge, no condition exists that with notice or lapse of time would constitute a default by Amneal or any of its Subsidiaries or, any other party thereunder, in each case that has not been cured or that has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. None of Amneal or any of its Subsidiaries has received written notice of any default or event of default under any Amneal Lease, other than any default or event of default that has been cured or that has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect.
(k) The current use and operation of the Disclosure Letter, Seller Amneal Leased Real Property in the ordinary course of business of Amneal and its Subsidiaries does not violate any Law in any material respect.
(l) None of Amneal or the Affiliate any of Seller that its Subsidiaries is a party to any contract, agreement or arrangement relating to the Lease has not subleased, assigned future acquisition or otherwise granted to development of any Person the right to use or occupy such Leased Amneal Real Property by any third party or the acquisition of any other real property by Amneal or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real PropertySubsidiaries.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)
Real Property. (ai) Section 5(f)(i) of the Seller does not own Disclosure Schedule contains a true, correct and complete list of all Owned Real Property. The Owned Real Property listed on Section 5(f)(i) of the Seller Disclosure Schedule constitutes all of the premises owned by Seller or its Affiliates, including any real property used in the BusinessSubsidiary.
(bii) Part 2.13(bSection 5(f)(ii) of the Seller Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rightsSchedule contains a true, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true correct and complete list of all leases, subleases, licenses, concessions and occupancy or other agreements (whether written verbal or oral), including all amendments, extensions renewals, guaranties and other agreements written) under which Seller or any Subsidiary is a tenant or subtenant or has any right with respect thereto to the real property leased, licensed, otherwise occupied by Seller or its Affiliates (other than the Acquired Subsidiaries) (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property”).
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate The Owned Real Property and the Leased Real Property constitutes all of the premises occupied by or used in connection with the conduct of the Business. Except as currently operated. Neither set forth in Section 5(f)(iii) of the whole Seller Disclosure Schedule, (A) Seller has good and valid title to the Owned Real Property set forth on Schedule 2(a)(v) and to all of the buildings, structures and other improvements thereon, free and clear of all Liens (other than Permitted Encumbrances), (B) Seller has a good and valid leasehold interest in each Assumed Real Property Lease, free and clear of all Liens (other than Permitted Encumbrances), and (C) neither Seller, nor any portion of its Subsidiaries, has received written notice of any Leased material default under any agreement evidencing any Lien or other agreement affecting the Owned Real Property has been materially damaged set forth on Schedule 2(a)(v) or destroyed by fire or other casualty since April 28any Assumed Real Property Lease, 2010. All improvements which default continues on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and OrdersExecution Date.
Appears in 2 contracts
Samples: Stalking Horse Asset Purchase Agreement (BioRestorative Therapies, Inc.), Asset Purchase Agreement (BioRestorative Therapies, Inc.)
Real Property. (a) Seller does not own any Each of Parent and its subsidiaries has good and marketable title in fee simple to all real properties owned by it and all buildings, structures and other improvements located thereon and valid leaseholds in all real estate leased by it, other than Parent Permitted Liens. Section 4.19 of the Parent Disclosure Schedule sets forth a complete list of all (i) real property owned by Parent or its subsidiaries as of the date hereof; and (ii) real property leased, subleased, or otherwise occupied or used by Parent and its Subsidiaries as lessee. With respect to each parcel of real property leased, subleased, or otherwise occupied or used by the Parent or any of its Subsidiaries as lessee: (i) the Parent or the applicable subsidiary has a valid leasehold interest or other right of use and occupancy, free and clear of any Liens on such leasehold interest or other rights of use and occupancy, or any covenants, easements or title defects known to or created by the Parent or the applicable subsidiary, except as do not materially affect the occupancy or uses of such property. Each of the Parent's and its subsidiaries' agreements with respect to real property leased, subleased, or otherwise occupied or used by the Parent as lessee is in full force and effect and has not been amended. Neither the BusinessParent or the applicable subsidiary nor, to the knowledge of the Parent or the applicable subsidiary, any other party thereto, is in material default or material breach under any such agreement. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Parent or the applicable subsidiary under any of such agreement and, to the knowledge of the Parent or the applicable subsidiary, there is no breach or anticipated breach by any other party to such agreements.
(b) Part 2.13(bAs used in this Agreement, Parent Permitted Liens shall mean: (i) any Lien reflected in Section 4.19(b)(i) of the Parent Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real PropertySchedule, (ii) existingLiens for Taxes not yet due or delinquent or as to which there is a good faith dispute and for which there are adequate provisions on the books and records of Parent in accordance with GAAP, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existingwith respect to real property, pending or threatened zoningany Lien, building code encumbrance or other moratorium title defect which is not in a liquidated amount (whether material or immaterial) and which does not, individually or in the aggregate, interfere materially with the current use or materially detract from the value or marketability of such property (assuming its continued use in the manner in which it is currently used) and (iv) inchoate materialmen's, mechanics', carriers', workmen's and repairmen's liens arising in the ordinary course and not past due and payable or the payment of which is being contested in good faith by appropriate proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Merger Agreement (Front Porch Digital Inc), Merger Agreement (Front Porch Digital Inc)
Real Property. (ai) Seller does not own any real property used has (and will convey to the Purchaser or its designee) good and valid title in fee simple to the BusinessProperty, subject only to the Permitted Encumbrances.
(bii) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all All leases, subleases, licenses, concessions easements, rights-of-way, and other agreements (whether agreements, written or oral), including all amendmentsfor the use, extensions renewals, guaranties and other agreements with respect thereto possession and/or occupancy of any portion of the Property (collectively, the “LeasesOccupancy Agreements”)) are set forth on Schedule 5.1(c) hereto. Each of the Occupancy Agreements is in full force and effect, all rents due under each of the Occupancy Agreements have been timely paid, and there has been no written notice sent by any party thereto of any outstanding, uncured default under any Occupancy Agreement. Penn has (and, upon their execution and delivery of the Joinder, the Seller Parties have) delivered to Purchaser true, correct and complete copies of each and every Occupancy Agreement. Neither Seller nor, to Seller’s Knowledge, any other party to any such Occupancy Agreement is in default in any respect thereunder. There does not exist any occurrence, event, condition or act which, upon the giving of notice or the lapse of time or both, would become a default by Seller or, to Seller’s Knowledge, any other Person to such Occupancy Agreement.
(iii) To Seller’s Knowledge, the Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of not received written notice that, the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate thereof is in violation of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest any applicable Legal Requirements in any Leased Real Property.
(c) Neither Seller nor any Affiliate of material respects, except for such violations which, individually or in the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Propertyaggregate, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to would not adversely affect in any material respect Seller’s current use of the ability Property.
(iv) To Seller’s Knowledge, the Improvements are in good condition and repair and are adequate for the use, occupancy and operation of the Property for the Business.
(v) No leasing, brokerage or similar commissions or finder’s fees are owed with respect to operate the Leased Real Property and/or any Occupancy Agreements.
(vi) There are no pending Legal Proceedings and none, to Seller’s Knowledge, have been threatened in writing to Seller relating to the Property and/or the interests of Seller therein which would be reasonably likely to interfere in any material respect with the use, occupancy, ownership, improvement, development and/or operation of the Property and/or the interest of Seller therein, except as currently operated. set forth in Schedule 5.1(d).
(vii) Neither Seller Party has received written notice that either the whole nor or any portion part of the Property is subject to any Leased Real Property has been materially damaged or destroyed by fire pending suit for condemnation or other casualty since April 28taking by any Governmental Authority, 2010nor, to Seller’s Knowledge, has any such condemnation or other taking been threatened or contemplated. All improvements No Seller Party has entered into any agreement in lieu of condemnation therefor.
(viii) Except for Liens which are required to be cured at or prior to Closing pursuant to this Agreement, to Seller’s Knowledge the Property is free of Encumbrances other than Permitted Encumbrances on the Leased Real use, occupancy, ownership, improvement, development and/or operation of the Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Purchase Agreement (Boyd Gaming Corp), Purchase Agreement (Penn National Gaming Inc)
Real Property. (a) Seller does not own Neither the Company nor any of its Subsidiaries owns any real property used in the Businessproperty.
(b) Part 2.13(bSection 3.08(b) of the Disclosure Letter sets forth each parcel of all material real property leased or subleased by the Seller Company or any Affiliate of its Subsidiaries as lessee or lessor as of the Seller that is used primarily in the conduct of the Business as currently conducted date hereof (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real PropertyPremises”). Sellers have made available to Buyer true, and a true correct and complete list copies of all leases, subleases, licenses, concessions and other agreements leases relating to the Premises (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller Neither the Company nor any of its Subsidiaries has Made Available entered into any material sublease or material option granting to Purchaser a true and complete copy any Person (other than the Company or any of each Leaseits Subsidiaries, as applicable) the right to use or occupy the Premises or any portion thereof or interest therein, other than those entered into in the Ordinary Course of Business or that do not materially or adversely impact the current use of the Premises by the Company or any of its Subsidiaries, as applicable. With respect to each Lease:
, (i) Except as disclosed on Part 2.13(b)(i) such Lease is a valid and binding obligation of the Disclosure LetterCompany and its Subsidiaries, Seller or in each case, to the Affiliate of Seller that extent such Person is a party thereto (collectively, the Company and its Subsidiaries that are a party thereto, the “Company Lease Party”), and, to the Lease has not subleasedKnowledge of Sellers, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereofeach other party thereto, and is in full force and effect; and
(ii) Seller the Company Lease Party is not, and, to the Knowledge of Sellers, all other parties thereto are not, in material breach or such Affiliate material default in any respect under the terms thereof and, to the Knowledge of Sellers, no event has occurred that, with notice or lapse of time or both, would constitute a material breach or material default or permit termination, modification or acceleration thereunder; and (iii) the Company Lease Party has not assigned, transferred, conveyed, mortgaged, or deeded in trust any interest in the leasehold or sub-leasehold of any Lease. None of the Seller has not pledged, mortgaged Company or otherwise granted an Encumbrance on any of its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller Subsidiaries has received any written notice that any Premises is subject to any Order to be sold, condemned, expropriated or otherwise taken by any Governmental Authority, with or without payment of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orderscompensation therefor.
Appears in 2 contracts
Samples: Contribution Agreement (M I Acquisitions, Inc.), Contribution Agreement (M I Acquisitions, Inc.)
Real Property. (a) Seller does The Sellers do not own any real property that is exclusively used in or necessary for the Businessconduct of the 17173 Business as currently conducted.
(b) Part 2.13(bSection 4.09(b) of the Disclosure Letter Schedules sets forth each parcel of real property leased by the Seller Sellers and used in or any Affiliate of the Seller that is used primarily in necessary for the conduct of the 17173 Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate the Sellers in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto thereto, pursuant to which the Sellers hold any Leased Real Property (collectively, the “Leases”). Seller has Made Available The Sellers have delivered to Purchaser the Buyers a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) such Lease is valid, binding, enforceable and in full force and effect, constitutes the entire agreement with respect to the property demised thereunder, and the Sellers enjoy peaceful and undisturbed possession of the Disclosure LetterLeased Real Property;
(ii) none of the Sellers is in breach or default under such Lease, Seller and no event has occurred or circumstance exists which, with the Affiliate delivery of Seller notice, passage of time or both, would constitute such a breach or default, and the Sellers have paid all rent due and payable under such Lease. To the Knowledge of the Sellers, none of the landlord in respect of the Leases are in breach or default under such Leases;
(iii) none of the Sellers has received or given any notice of any default or event that is with notice or lapse of time, or both, would constitute a party to default by the Lease Sellers under any of the Leases;
(iv) none of the Sellers has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(iiv) Seller or such Affiliate none of the Seller Sellers has not pledged, mortgaged or otherwise granted an Encumbrance on its their leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate None of the Seller Sellers has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iiiii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the casualty.
(d) The Leased Real Property, including Property is sufficient for the continued conduct of the 17173 Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersof the real property reasonably necessary to conduct the 17173 Business as currently conducted.
Appears in 2 contracts
Samples: Master Transaction Agreement (Changyou.com LTD), Master Transaction Agreement (Sohu Com Inc)
Real Property. The Parent and the Parent Subsidiaries have good and marketable (aor indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) Seller does not own any title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by Parent or any Parent Subsidiary, Parent or such Parent Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as do not or will not materially interfere with the Business.
(b) Part 2.13(b) present use or intended use by Parent and the Parent Subsidiaries or materially affect the value of or the Disclosure Letter sets forth ability to market to customers the property affected thereby and which are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and the Parent Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property leased owned by them in amounts equal to the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller purchase price paid by Parent or such Affiliate in and to leasehold improvements relating theretoParent Subsidiary at the time of its acquisition thereof. Neither Parent nor any Parent Subsidiary has given, includingnor have they received, but not limited to, security deposits, reserves any notice or prepaid rents paid in connection therewith, collectively, information indicating that the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest facts set forth in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances surveys or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending title insurance policies are untrue or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect incorrect in any material respect nor has Parent or any Parent Subsidiary received any notice that a breach or an event of default exists, and no condition or event has occurred that with the ability giving of notice, the lapse of time, or both would constitute a breach or event of default, by Parent or any Parent Subsidiary, or to operate the Leased Real Property knowledge of Parent, any other person with respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to Parent or any Parent Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of the business of Parent and the Parent Subsidiaries, as currently operatedpresently conducted or intended to be conducted, except for such breach or event of default that is not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither To the whole nor knowledge of Parent, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any portion real property owned or leased by Parent or any Parent Subsidiary that is reasonably likely to have a Parent Material Adverse Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on the Parent Balance Sheet or incurred since the date of the Parent Balance Sheet in the ordinary course of Parent's business consistent with past practices), except for charges or assessments that are reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, there is no material impediment to obtaining any Leased Real Property has been materially damaged permits or destroyed governmental approvals required to develop lots or construct homes on undeveloped real property held by fire Parent or a Parent Subsidiary for such purpose (the "PARENT DEVELOPMENT PROPERTIES"), except for such as is not reasonably likely to have a Parent Material Adverse Effect. The Parent Development Properties have access to public streets, and are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all material respects, by water, gas and electricity and other casualty since April 28services that may be necessary to construct homes on such properties, 2010and to the knowledge of Parent such utilities and other services are or will be adequate for the current and intended use of such property. All improvements on material leases pursuant to which Parent or any Parent Subsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by Parent or the Leased Real PropertyParent Subsidiaries has occurred thereunder, including all leasehold improvementsexcept where the lack of such validity and effectiveness or the existence of such defaults or event of defaults is not reasonably likely to have, that were made after April 28individually or in the aggregate, 2010, are in compliance with all applicable Legal Requirements and Ordersa Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Beazer Homes Usa Inc), Merger Agreement (Beazer Homes Usa Inc)
Real Property. (a) Seller does not own Neither the Sellers nor the Sold Companies own, lease or sublease, occupy or otherwise hold any real property or interests therein primarily used or primarily held for use in the BusinessBusiness as of the date of this Agreement, other than the Owned Real Property and Leased Real Property.
(b) Part 2.13(b) The Sellers or Sold Companies own and have good and marketable title in and to the Owned Real Property and all the buildings, structures and other improvements located thereon and fixtures attached thereto. Except as set forth on Schedule 3.20(b), there are no leases, subleases, licenses, concessions, or other agreements entered into by any of the Disclosure Letter sets forth Sold Companies or the Asset Sellers, granting to any Person or Persons the right of use or occupancy to any portion of any of such Owned Real Property. The Sold Companies and the Asset Sellers have not received any written notice of any pending, and to the Knowledge of Seller Parent, any threatened, condemnation, eminent domain or similar proceeding that in any such case would materially affect the conduct of the Business as currently conducted.
(c) Except as provided in Schedule 3.20(c), (i) the Sellers and the Sold Companies have good, valid and enforceable leasehold title to all Leased Real Property, in each parcel case, free and clear of real property leased by all Encumbrances, except Permitted Encumbrances; (ii) to the Knowledge of Seller Parent, the applicable Real Estate Lease is in full force and effect, (iii) to the Knowledge of Seller Parent, such Seller or any Affiliate Sold Company is not in material breach or default, and no event has occurred which, with notice or lapse of the Seller that is used primarily in time, has had or would constitute such a material breach or default or permit termination, modification or acceleration under a Real Estate Lease, which termination, modification or acceleration would reasonably be expected to materially affect the conduct of the Business as currently conducted or (together with all rights, title and interest of iv) such Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease Sold Company has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereofthereof except in the Ordinary Course of Business.
(d) Schedule 3.20(d) identifies all mortgages, deeds of trust and other Encumbrances (other than Permitted Encumbrances and Encumbrances that will either be discharged on or prior to Closing or for which binding undertakings to discharge with effect from the Closing will be delivered on or prior to Closing) upon Owned Real Property and Leased Real Property of any of the Seller or Sold Company which fully or partially secure indebtedness for money borrowed in a principal amount that individually or in the aggregate exceeds $250,000.
(e) Except as would not reasonably be expected to have a Company Material Adverse Effect or as set forth on Schedule 3.20(c), with respect to the Real Property:
(i) Seller Parent has delivered to Buyer complete and accurate copies of each of the leases to be assigned to and assumed by Buyer in the Assignment and Assumption of Real Estate Leases and any documents or instruments affecting the rights or obligations of any of the parties thereto;
(ii) There is no pending or, to the Knowledge of Seller Parent, threatened or contemplated, appropriation, condemnation or like proceeding affecting the Real Property or any part thereof or of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation;
(iii) No Seller or Sold Company has received written notice that it is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Real Property;
(iv) each facility (including all buildings, structures and improvements) included in the Acquired Assets is suitable in all material respects for its current use, operation and occupancy;
(v) the ownership, occupancy, use and operation of the Real Property, or any portion thereof and the improvements erected thereon, (A) to the Knowledge of Seller Parent, complies in all material respects with all applicable Laws, and (B) does not violate or conflict with (x) any covenants, conditions or restrictions applicable thereto or (y) the terms and provisions of any instrument of record or contractual obligations relating thereto, except to the extent, in the case of both clause (A) and (B), it shall not have a Company Material Adverse Effect; and
(iivi) Seller or such Affiliate none of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed suffered any material damage by fire or other casualty since April 28which has not heretofore been (or at Closing shall have been) repaired and restored in all material respects, 2010. All improvements on except for damages that would not, individually or in the Leased Real Propertyaggregate, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordershave a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Bucyrus International Inc), Asset and Stock Purchase Agreement (Terex Corp)
Real Property. (a) Seller does not own any Schedule 3.3(a)(i) sets forth, as of the date hereof, an accurate and complete list (other than with respect to Transferred Leases for distribution-related facilities that are not, individually or in the aggregate, material to the Business), and, as of the Closing Date and as updated pursuant to Section 5.12, will set forth an accurate and complete list, of the real property or interests in real property owned in fee by Seller or its Affiliates under the heading “Owned Real Property” and leased by Seller or its Affiliates under the heading “Transferred Leases” (distinguishing between Adjacent Leased Warehouse Facilities and leased warehouse facilities), in each case, that are exclusively used or held exclusively for use in the operation or conduct of the Business. Schedule 3.3(a)(ii) contains an accurate and complete list of all material Shared Facilities.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or its applicable Affiliates have insurable fee title to the Transferred Facilities, in each case free and clear of all Liens except Permitted Liens.
(c) There are no pending or, to Seller’s Knowledge, threatened condemnation Proceedings or other actions relating to any Affiliate of Transferred Facility or any Adjacent Leased Warehouse Facility.
(d) Except for the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”leases listed on Schedule 3.3(d), and a true and complete list of all there are no leases, subleases, licenses, occupancy agreements, options, concessions and or other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted arrangements granting to any Person the right to purchase, use or occupy such Leased Real Property the Transferred Facilities or any portion thereof; and
Adjacent Leased Warehouse Facility (ii) Seller other than such agreements or arrangements which require the grantee to take its interest subject to such Affiliate Transferred Leases and which would not adversely impact Buyer’s quiet enjoyment of the Seller has not pledgedreal property and/or improvements, mortgaged as applicable, leased pursuant thereto) or otherwise granted an Encumbrance on its leasehold a material interest in any such Transferred Facility or Adjacent Leased Real PropertyWarehouse Facility.
(ce) Neither Seller nor any Affiliate of The Transferred Facilities, and to Seller’s Knowledge, the Seller has received any written notice of Adjacent Leased Warehouse Facilities (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Propertyare in good operating condition and repair, ordinary wear and tear excepted, (ii) existinghave been reasonably maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same), pending or threatened condemnation proceedings affecting the Leased Real Property, or and (iii) existingare adequate and suitable for their present uses.
(f) Except for the Transferred Leases listed on Schedule 3.3(f), pending there are no material real property leases or threatened zoningsubleases pursuant to which Seller or its Affiliates lease from a third Person real property exclusively used or held exclusively for use in the operation or conduct of the Business. As of the date hereof, building code true and correct copies of all Transferred Leases (other than Transferred Leases for distribution-related facilities that are not, individually or in the aggregate, material to the Business) and any amendments or modifications thereof have been delivered or made available for review by Buyer. As of the Closing Date, true and correct copies of all Transferred Leases and any amendments or modifications thereof will have been delivered or made available for review by Buyer pursuant to Section 5.12. To Seller’s Knowledge, the Transferred Leases are unmodified and in full force and effect, and there are no other agreements, written or oral, for the use and occupancy of the real property and/or improvements, as applicable, leased under the Transferred Leases. Neither Seller or its Affiliates, nor to Seller’s Knowledge, any landlord or other moratorium proceedingsparty, is in material Default under the Transferred Leases, and, to Seller’s Knowledge, no material Defaults by Seller or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire landlord or other casualty since April 28party have been alleged thereunder.
(g) The Transferred Facilities, 2010. All the real property and/or improvements on leased pursuant to the Leased Real Property, including Transferred Leases and the Shared Facilities include all leasehold improvements, that were made after April 28, 2010, are of the real property owned or leased by Seller or its Affiliates and used or held for use in compliance with all applicable Legal Requirements and Ordersthe operation or conduct of the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Kraft Foods Inc)
Real Property. (a) Seller does not own any Except as set forth in Schedule 3.12(a), the Business Real Property constitutes all the real property used in the Business.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property owned or leased by the Seller or any Affiliate of the Seller its Subsidiaries that is used or held for use primarily in the conduct of the Business as currently conducted conducted.
(b) Seller or the applicable Subsidiary of Seller has good title to or, in the case of the Leased Real Property, valid leasehold interests in, all of its respective material Owned Real Property and its respective material Leased Real Property (in each case other than those assets and interests disposed of since the date hereof in the ordinary course of business consistent with past practice), free and clear of any Liens other than Permitted Liens. Seller and its Subsidiaries are not a party to any Contract (including without limitation any Contract to purchase or lease any real property or interest therein), which as of the date hereof or as of the Closing Date is intended to be used in the operation of, the Business. Other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any interest therein.
(c) Seller has made available to Buyer a true and correct copy of the Lease for each Leased Real Property. To the knowledge of Seller, (i) each such Lease (together with all rightsany amendment thereto) is valid and in full force and effect, title is unmodified and interest represents the entire agreement between Seller or the applicable Subsidiary of Seller and the applicable lessor, (ii) neither Seller or the applicable Subsidiary of Seller nor any other party to such Affiliate Lease is in default of its obligations under any such Leases, except for such defaults as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (iii) Seller’s or the applicable Seller Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to leasehold improvements relating theretoSeller’s knowledge without independent inquiry there are no disputes with respect to such Lease, includingexcept for such disturbances or disputes that would not reasonably be expected, but individually or in the aggregate, to have a Material Adverse Effect, (iv) the other party to such Lease is not limited toan affiliate of, security deposits, reserves Seller or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”)any of its Subsidiaries, and a true and complete list (v) Seller or the applicable Subsidiary of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available not collaterally assigned or granted any other security interest in such Lease or any interest therein other than such collateral assignments or security interests that constitute Permitted Liens and will be removed or terminated prior to Purchaser a true and complete copy of each Lease. With respect to each Lease:the Closing Date.
(id) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letterset forth in Schedule 3.12(d), Seller or the Affiliate of Seller that is a party to the Lease has not leased, subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased any portion of the Business Real Property and, except for Permitted Liens, no Person other than Seller or its Subsidiaries (including the Purchased Subsidiary Companies) has the right to use the Business Real Property and there are no shared facilities or services at the Business Real Property which are used in connection with any portion thereof; andRetained Business.
(iie) Except as set forth in Schedule 3.12(e), to the knowledge of Seller, there are no pending or threatened, in writing, condemnation proceedings with respect to any of the Business Real Property that would materially affect the use, operation and/or maintenance thereof as the same are now being used, operated and/or maintained.
(f) Seller or such Affiliate the applicable Subsidiary of the Seller has not pledgedgood and marketable title to the Owned Ground Lease Improvements, mortgaged free and clear of any Liens, except Permitted Liens, and other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or otherwise granted an Encumbrance on its leasehold rights of first refusal to purchase any Owned Ground Lease Improvements or any interest in any Leased Real Propertytherein.
(cg) Neither Seller nor any Affiliate Except as set forth in Schedule 3.12(g), the Business Real Property comprises all of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances real property used or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Propertyintended to be used in, or (iii) existingotherwise related to, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and OrdersBusiness.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Darden Restaurants Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc)
Real Property. (a) Seller does not own any real property There are no parcels of Owned Real Property used in the BusinessBusiness or included in the Purchased Assets.
(b) Part 2.13(bThe Seller has not leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Seller assigned its interest under any lease or sublease of any parcel or any portion of any parcel of Leased Real Property to any third party.
(c) Section 3.16(c) of the Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases and subleases relating to the Leased Real Property and any and all material ancillary documents pertaining thereto (including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates) (such leases, subleases, licenses, concessions subleases and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, ancillary documents being the “LeasesLease Documents”). The Seller has Made Available made available to the Purchaser a true and complete copy copies of each Leaseall written Lease Documents. With respect to each Lease:of such leases and subleases, the Seller has not exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Options”).
(id) Except as disclosed on Part 2.13(b)(iin Section 3.16(d) of the Disclosure LetterSchedule, Seller or the Affiliate interests of Seller that is a party in the Leased Real Property to be transferred pursuant to this Agreement are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Lease Closing.
(e) To the best knowledge of the Seller, all the Leased Real Property is occupied under a valid and current certificate of occupancy or similar permit.
(f) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to such rental.
(g) Except as set forth in Schedule 3.16(g) of the Disclosure Schedule, the Seller has not subleasedthe full right to exercise any Option contained in the leases and subleases pertaining to the Leased Real Property on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such Options with respect thereto.
(h) To the best knowledge of the Seller, assigned none of the Leased Real Property to be transferred pursuant to this Agreement is the subject of any official complaint or otherwise granted notice of violation of any applicable Law, zoning ordinance, building code or regulation governing land use, and no such violation exists which detracts from or interferes with the present use of such properties or impairs the operations thereon; and there is no Law, zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending, or, to the best knowledge of the Seller, threatened with respect to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Propertywhich would detract from, or (iii) existinginterfere with the present use of, pending such property or threatened zoningimpair the operations thereon, building code or other moratorium proceedingsas presently conducted. For purposes of this Section 3.16 and Sections 3.17 and 3.18, the term “lease” shall include any and all leases, subleases, sale/leaseback agreements or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersarrangements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Utstarcom Inc), Asset Purchase Agreement (Utstarcom Inc)
Real Property. (a) Seller does not own any real property used in Sirona or its Subsidiaries, as the Businesscase may be, holds good, valid and marketable fee title to the Sirona Owned Real Property, free and clear of all Liens, except for Permitted Liens.
(b) Part 2.13(bSirona or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Sirona Leased Real Property free and clear of all Liens, except for Permitted Liens.
(c) of The Sirona Owned Real Property and the Disclosure Letter sets forth each parcel of Sirona Leased Real Property are referred to collectively herein as the “Sirona Real Property.” The Sirona Real Property constitutes all real property leased by the Seller or any Affiliate of the Seller that is used primarily in necessary for the conduct of the Business business of Sirona and its Subsidiaries, taken as a whole, as currently conducted (together with all rightsconducted. Except as has not had and would not reasonably be expected to have, title and interest individually or in the aggregate, a Sirona Material Adverse Effect, neither Sirona nor any of Seller its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or such Affiliate in other similar Proceedings that are pending, and to leasehold improvements Sirona’s Knowledge there are no such Proceedings threatened, affecting any portion of the Sirona Real Property and neither Sirona nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating theretoto the ownership, includinglease, but not limited touse, security deposits, reserves occupancy or prepaid rents paid in connection therewith, collectively, operation by any Person of the “Leased Sirona Real Property”). Neither Sirona nor any of its Subsidiaries has leased, and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned licensed or otherwise granted to any Person the a material right to use or occupy such Leased any of the Sirona Real Property or any material portion thereof; and
(ii) Seller . Neither Sirona nor any of its Subsidiaries has granted any option or such Affiliate other right to any third party to purchase any of the Seller material Sirona Real Property or any material portion thereof. Except as has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could had and would not reasonably be expected to adversely affect have, individually or in any material respect the ability to operate the Leased aggregate, a Sirona Material Adverse Effect, each Sirona Real Property as currently operated. Neither and all buildings and improvements located on the whole nor any portion of any Leased Sirona Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements a state of good operating condition, subject to reasonable wear and Orderstear.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Merger Agreement (Sirona Dental Systems, Inc.)
Real Property. (a) The Seller and each of its Subsidiaries does not own and has never owned any real property used in the Businessproperty.
(b) Part 2.13(bSection 4.17(b) of the Disclosure Letter Schedule sets forth each parcel a complete and accurate list of all leases of real property leased by property, occupancy agreements or similar agreements (the “Real Property Leases”) under which the Seller or any Affiliate of the Seller that its Subsidiaries is used primarily in the conduct a lessee, sub-lessee, tenant, licensee or assignee of the Business as currently conducted any real property owned by any third Person (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), such list setting forth the location and a true and complete list landlord of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”)each parcel of Leased Real Property. The Seller has Made Available provided to Purchaser a true the Buyer access to complete and complete copy accurate copies of each Real Property Lease. With respect to each Lease:
(i) Except the Real Property Leases, there exist no uncured defaults under the Real Property Leases by the Seller or any of its Subsidiaries, or, to the Company’s Knowledge, any third party, and neither the Seller nor any of its Subsidiaries has received or given written notice of any such defaults. Upon receipt of any Consents required with respect to the Real Property Leases as disclosed on Part 2.13(b)(i) set forth in Section 4.3 of the Disclosure LetterSchedule, the consummation of the transactions contemplated by this Agreement and any Ancillary Agreement will not result in any default under any Real Property Lease, except that the Real Property Leases for the Lenexa Real Properties will be terminated in connection with the Closing. The Seller or and its Subsidiaries hold leasehold estates in the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or that is necessary for the conduct of business of the Seller, free and clear of any portion thereof; andLiens (except Permitted Liens).
(iic) Seller There is no pending or, to the Company’s Knowledge, threatened condemnation (or such Affiliate similar Proceedings) of any part of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(cd) Neither the Seller nor any Affiliate of its Subsidiaries has assigned its interests under any Real Property Lease to any third party.
(e) Neither the Seller nor any of its Subsidiaries has received any written notice within the last two (2) years asserting that the utilities, access or parking for any parcel of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real PropertyProperty are inadequate for the current use and operation of such parcel, (ii) existingnor, pending to the Company’s Knowledge, does any fact or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which condition exist that could reasonably be expected to adversely affect result in such utilities, access or parking for any material respect parcel of Leased Real Property becoming inadequate for the ability to operate current use and operation of such parcel. None of the Leased Real Property as currently operated. Neither the whole nor has suffered any portion of any Leased Real Property has been materially damaged or destroyed material damage by fire or other casualty since April 28which has not heretofore been repaired and restored in all material respects.
(f) To the Company’s Knowledge, 2010. All improvements on there is no zoning, building code, occupancy restriction or other land-use regulation Proceeding or any proposed change in any applicable Law that could, individually or in the aggregate, materially adversely affect the Seller’s or any of its Subsidiaries’ use of the Leased Real Property.
(g) To the Company’s Knowledge, including all leasehold improvementsthere are no defects, structural or otherwise, with respect to any of the Leased Real Property (or any improvements located thereon), that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orderscould reasonably be anticipated to have a material adverse impact on the Seller’s or any of its Subsidiaries’ use of the Leased Real Property.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Avon Products Inc)
Real Property. (a) Seller The Willtek Group does not own any real property used in the BusinessReal Property.
(b) Part 2.13(bSchedule 3.15(b) sets forth a description of all of the Disclosure Letter sets forth each parcel of real property currently leased or subleased, licensed or otherwise occupied by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted Willtek Group (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”).
(c) The Willtek Group has delivered or made available to Buyers or Parent, and a true correct and complete list copies of all the leases, subleases, licenses, concessions and other agreements licenses or occupancy arrangements (whether written or oralthe “Real Property Agreements”) relating to the Leased Real Property listed in Schedule 3.15(b) (as amended to date), including all amendmentsrelevant notices or other correspondence relating to any renewals or option exercises, extensions renewals, guaranties and other agreements with respect thereto (collectively, which Real Property Agreements have not been amended or modified since the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Leaseamendments furnished. With respect to each Lease:Real Property Agreement listed on Schedule 3.15(b):
(i) Except as disclosed Willtek or a Willtek Subsidiary is the lawful tenant, subtenant or licensee of record and enjoys quiet possession under all such Real Property Agreements;
(ii) each such Real Property Agreement will continue to be valid, legally binding, enforceable and in full force and effect on Part 2.13(b)(i) identical terms following the consummation of the Disclosure Lettertransactions contemplated hereby, Seller subject to any required consent to assignment to Buyers having been received and assuming that any of Parent and the Buyers will, as of the Closing Date, qualify and otherwise meet the requirements to be the assignee of the tenant’s interest under any Real Property Agreement upon the terms and subject to the conditions thereof, whether on account of a minimum net worth requirement or otherwise;
(iii) all of the Affiliate terms and conditions of Seller that is a each Real Property Agreement have been observed or performed by the Willtek Group in all material respects, and neither the Willtek Group, nor to the Knowledge of Seller, any other party to any such Real Property Agreement is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification, or acceleration hereunder;
(iv) the Lease Willtek Group has not subleasedassigned, assigned transferred, conveyed, mortgaged, deeded in trust, or otherwise granted to encumbered any Person interest in any of the right to use or occupy such Leased Real Property;
(v) all facilities leased, subleased or licensed pursuant to each Real Property Agreement have received all material approvals of Governmental Authorities required in connection with the operation thereof and have been operated and maintained by the Willtek Group in all material respects in accordance with applicable Law;
(vi) all facilities leased, subleased or any portion thereoflicensed pursuant to the Real Property Agreements are supplied with utilities and other services necessary for the operation of said facilities; and
(iivii) Seller except as set forth on Schedule 3.15 (c)(vii), there is no Liability greater than $1,000 under any Real Property Agreement for dilapidations or such Affiliate otherwise to restore the Leased Real Property at the end of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased term of such Real PropertyProperty Agreement.
(cd) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances There are no structural, electrical, mechanical, plumbing, roof, paving or other Legal Requirements affecting defects in any improvements located on the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to Property that adversely affect in any material respect the ability to operate operations of the Leased Real Property as currently operated. Neither the whole nor any portion Business at such property.
(e) All of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvementsas described in the Real Property Agreements, that were made after April 28is occupied solely by the Willtek Group and is being used exclusively for, 2010and in connection with, the Business. None of the Leased Real Property is subject to any agreement, arrangement or understanding for its use by any Person other than Seller.
(f) All improvements located at or comprising the Leased Real Property are in a good state of maintenance and repair and in a condition adequate and reasonably suitable for the conduct therein of the Business as it is conducted currently. All of the Leased Real Property exists and has been maintained by the Willtek Group in compliance with all applicable Legal Requirements Laws and Ordersthe Real Property Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Wireless Telecom Group Inc), Asset Purchase Agreement (Wireless Telecom Group Inc)
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 4.21(a) of the XXX Disclosure Letter sets forth each parcel a list of all the real property leased owned in fee simple by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted XXX and its Subsidiaries (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased XXX Owned Real Property”)) and sets forth the location, description and a true use of each XXX Owned Real Property. XXX and complete list its Subsidiaries have good and valid marketable title in fee simple to the XXX Owned Real Property, free and clear of all leasesLiens, subleasesexcept for Permitted Liens. Neither XXX nor any of its Subsidiaries have granted any outstanding options, licensesrights of first offer or rights of first refusal or other contractual right to purchase any such XXX Owned Real Property or any portion thereof or interest therein in favor of any non-Affiliated Person. Neither XXX nor any of its Subsidiaries have leased, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned licensed or otherwise granted to any Person the right to use possess, use, occupy or occupy such Leased Real Property or otherwise encumber any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased XXX Owned Real Property.
(cb) Neither Seller nor any Affiliate Section 4.21(b) of the Seller XXX Disclosure Letter sets forth a list of all of the real property leased, licensed, subleased or otherwise used or occupied by XXX and its Subsidiaries as of the date hereof (the “XXX Leased Real Property”). XXX and its Subsidiaries have a valid and enforceable leasehold interest in all leases, subleases, licenses and occupancy agreements, as the same may have been amended, supplemented or otherwise modified from time to time (the “XXX Leases”), free and clear of all subtenancies and other occupancy rights and Liens, with respect to the XXX Leased Real Property. With respect to the XXX Leases, neither XXX nor its Subsidiaries are in breach thereof or default thereunder and there does not exist under any XXX Lease any event which, with or without the giving of notice or the lapse of time or both, would constitute such a breach or default by XXX or its Subsidiaries, except for such breaches and defaults as to which requisite waivers or consents have been obtained or which would not have a XXX Material Adverse Effect.
(i) No action, suit, investigation, arbitration, or administrative or other proceeding is pending or, to the Knowledge of XXX, threatened that would reasonably be expected to curtail or interfere with the current use and operation of any XXX Leased Real Property in any material respect, (ii) all Permits have been obtained which are required by Law for the current uses of all XXX Leased Real Property for the conduct of business as currently conducted and as planned to be conducted as of the date of this Agreement, and (iii) XXX has no Knowledge and has not received any written notice of a violation applicable to any building, zoning, health or other Law, contractual restriction or covenant or easements in respect of the use or occupation of the property and improvements subject to any XXX Lease for the conduct of business as currently conducted or as planned to be conducted as of the date of this Agreement, in each case, which would have a XXX Material Adverse Effect.
(i) material violations of building codes and/or zoning ordinances There are no condemnation, eminent domain or other Legal Requirements similar proceedings affecting the any XXX Leased Real PropertyProperty that are currently pending or, to the Knowledge of XXX, threatened and (ii) existingto the Knowledge of XXX, pending or threatened condemnation proceedings affecting the Leased Real Propertybuildings, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any structures and material respect fixtures located upon the ability to operate the XXX Leased Real Property as currently operated. Neither are, in all material respects, in good repair, working order and condition, and free from any known defects (subject to normal wear and tear) and, in the whole nor any portion case of any Leased Real Property has been materially damaged or destroyed by fire or buildings and other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010structures, are in compliance with all applicable Legal Requirements and Ordersstructurally sound.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(b) Exhibit 1.55 attached hereto is a true, complete and correct list of all of the Disclosure Letter sets forth each parcel of real property Real Property owned or leased by the Seller Companies. With respect to each such parcel of Real Property, except as set forth in Exhibit 1.55 attached hereto: there are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, lawsuits or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements administrative actions relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all ; there are no leases, subleases, licenses, concessions and or other agreements (whether agreements, written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted granting to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
with respect to owned parcels of Real Property, there are no outstanding options or rights of first refusal to purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; to the Knowledge of Seller, there are no Persons (ii) other than Seller or such Affiliate the Companies) in possession of the parcel, other than tenants under leases or subleases disclosed in Exhibit 1.55 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the Knowledge of Seller, there is no existing violation of or nonconformity with, and Seller is not under investigation with respect to, has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller been charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; prior to Closing, Seller will deliver to Buyer any surveys of any part of the owned Real Property that may be in the possession of Seller or the Companies; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such Real Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the "Title Commitment") of Lawyers Title Insurance Corporation (the "Title Company") to issue one or more owner’s policies of title insurance insuring in one of the Companies good and marketable fee simple title to each parcel of Real Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) material violations to execute and deliver to Buyer at Closing the Title Company’s standard form of building codes and/or zoning ordinances or other Legal Requirements affecting owners affidavit as to mechanics’ liens and possession (with such modifications thereto as are necessary in order to make the Leased Real Propertyaffidavit factually accurate), (ii) existing, pending or threatened condemnation proceedings affecting to use reasonable efforts to comply with the Leased Real Property, or customary and applicable requirements of Seller contained in the Title Commitment to have such policies issued and (iii) existingto use reasonable efforts to clear up any of the exceptions from coverage pre-printed on the Title Commitment that do not in fact affect the Real Property; provided, pending however, that Seller shall not be required to obtain updated or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in new surveys of any material respect the ability to operate the Leased parcel of Real Property as currently operated. Neither the whole nor any portion and that receipt of any Leased Real Property has been materially damaged or destroyed such owner’s policies by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and OrdersBuyer shall not be a condition precedent to Buyer’s obligations hereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Chesapeake Corp /Va/)
Real Property. (a) Seller does not own any real property used With respect to each parcel of Owned Real Property:
(i) the Contributors have delivered to Acquirer copies of all title insurance policies, opinions, abstracts and surveys in the Businesspossession of Contributor with respect to such parcel;
(ii) except as set forth on Schedule 3.14(a), none of the Contributors or Holdings has leased or otherwise granted to any person the right to use or occupy such Owned Real Property or any portion thereof; and
(iii) there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.
(b) Part 2.13(bSchedule 3.14(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and contains a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto thereto, pursuant to which any Contributor or Holdings holds any Leased Real Property (collectively, the “Leases”). Seller The Contributors has Made Available delivered to Purchaser Acquirer a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) none of the Disclosure LetterContributors nor Holdings received nor given any notice of any default or event that with notice or lapse of time, Seller or both, would constitute a default by any Contributor or Holdings under any of the Affiliate Leases and, to the Knowledge of Seller that EA&E, no other party is a in default thereof, and no party to the any Lease has not exercised any termination rights with respect thereto;
(ii) none of the Contributors nor Holdings has subleased, assigned or otherwise granted to any Person person the right to use or occupy such Leased Real Property or any portion thereof; and
(iiiii) Seller or such Affiliate none of the Seller Contributors nor Holdings has not pledged, mortgaged or otherwise granted an Encumbrance a Lien (other than a Permitted Lien) on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller no Contributor has received any written notice of, and to the Knowledge of EA&E there are no, (i) material violations of building codes and/or zoning ordinances or other Legal Requirements Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Contribution Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement
Real Property. (a) Seller does not own Neither Cardinal nor any of its Subsidiaries owns or has formerly owned any real property used in the Businessproperty.
(b) Part 2.13(bSection 4.14(b) of the Cardinal Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and i) a true and complete list of all leasesreal property leased, subleases, licenses, concessions and other agreements (whether written subleased or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto otherwise occupied by Cardinal or any of its Subsidiaries (collectively, the “LeasesCardinal Leased Real Property”)) and (ii) the address for each parcel of Cardinal Leased Real Property. Seller Cardinal or its Subsidiaries, as the case may be, has Made Available a valid and subsisting leasehold or subleasehold interest in the Cardinal Leased Real Property free and clear of all Liens, except for Permitted Liens.
(c) The Cardinal Leased Real Property constitutes all real property necessary for the conduct of the business of Cardinal and its Subsidiaries, taken as a whole, as currently conducted. Except as has not had and would not reasonably be expected to Purchaser have, individually or in the aggregate, a true and complete copy of each Lease. With respect to each Lease:
Cardinal Material Adverse Effect, (i) Except as disclosed on Part 2.13(b)(ieach parcel of Cardinal Leased Real Property is in compliance with all existing Laws applicable to such Cardinal Leased Real Property, and (ii) neither Cardinal nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to Cardinal’s Knowledge there are no such Proceedings threatened, affecting any portion of the Disclosure Letter, Seller Cardinal Leased Real Property and neither Cardinal nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or the Affiliate of Seller that is a party any pending Proceeding and to the Lease Knowledge of Cardinal, there is no such Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Cardinal Leased Real Property. Neither Cardinal nor any of its Subsidiaries has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such any of the Cardinal Leased Real Property or any portion thereof; and
(ii) Seller . Neither Cardinal nor any of its Subsidiaries has granted any option or such Affiliate other right to any third party to purchase any of the Seller Cardinal Leased Real Property or portion thereof. Except as has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could had and would not reasonably be expected to adversely affect have, individually or in any material respect the ability to operate the aggregate, a Cardinal Material Adverse Effect, each Cardinal Leased Real Property as currently operated. Neither and all buildings, structures, improvements and fixtures located on, under, over or within the whole nor any portion of any Cardinal Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements a state of good operating condition and Ordersare sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear.
Appears in 2 contracts
Samples: Merger Agreement (Capella Education Co), Merger Agreement (Strayer Education Inc)
Real Property. Seller represents and warrants that Xxxx Xxxxxx (“Facilities Manager”) manages the San Diego Campus Real Property and is the only employee of Seller with material knowledge of the San Diego Campus Real Property. To the Knowledge of Seller and the actual knowledge of Xxxx Xxxxxx (the facilities manager/director):
(a) Seller does not own any real property used in the Business.
(b) Part 2.13(b) Section 3.13 of the Disclosure Letter Schedule sets forth the address and description of each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Owned Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each LeaseSan Diego Campus Real Property:
(i) Except Seller or one of its Subsidiaries has good and marketable indefeasible fee simple title, free and clear of all liens and encumbrances, except Permitted Encumbrances;
(ii) except as disclosed on Part 2.13(b)(iset forth in Section 3.13(a)(ii) of the Disclosure LetterSchedule, neither Seller or the Affiliate nor any Subsidiary of Seller that is a party to the Lease has not subleased, assigned leased or otherwise granted to any Person the right to use or occupy such property or any portion thereof; and
(iii) other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such property or any portion thereof or interest therein.
(b) Section 3.13(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the original parties and any assignees to such Lease document). Seller has delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Section 3.13(b) of the Disclosure Schedule, with respect to each of the Leases: 23 Note to Draft: To be provided by Seller. and effect;
(i) such Lease is legal, valid, binding, enforceable and in full force
(ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents are obtained prior to Closing), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;
(iii) neither Seller’s nor any of Seller’s Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed and there are no disputes with respect to such Lease;
(iv) neither Seller nor any Subsidiary of Seller or any other party to the Lease is in breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;
(v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full;
(vi) Neither Seller nor any Subsidiary of Seller has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and
(iivii) Neither Seller or such Affiliate nor any Subsidiary of the Seller has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other Lien in such Lease or any interest in any Leased Real Propertytherein.
(c) Neither Seller nor any Affiliate Except as set forth in Section 3.13(c) of the Seller has received any written notice Disclosure Schedule, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of (iSeller’s business and its Subsidiaries’ business as currently conducted thereon. Except as set forth in Section 3.13(c) material violations of building codes and/or zoning ordinances the Disclosure Schedule, there are no facts or conditions or other Legal Requirements Basis affecting any of the Leased Real PropertyImprovements that would, (ii) existingindividually or in the aggregate, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect interfere in any material respect with the ability to operate use or occupancy of the Leased Improvements or any portion thereof in the operation of Seller and its Subsidiaries’ business as currently conducted thereon.
(d) Except as set forth in Section 3.13(d) of the Disclosure Schedule, the Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are is in compliance with all applicable Legal Requirements building, zoning, subdivision, health and Orderssafety and other land use laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”), and the current use and occupancy of the Real Property and operation of Seller and its Subsidiaries’ business thereon do not violate any Real Property Laws. Neither Seller nor any Subsidiary of Seller has received any notice of violation of any Real Property Law and there is no Basis for the issuance of any such notice or the taking of any action for such violation.
(e) Except as set forth in Section 3.13(e) of the Disclosure Schedule, all certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the “Real Property Permits”) of all governmental authorities, boards of fire underwriters, associations or any other entity having jurisdiction over the Real Property that are required or appropriate to use or occupy the Real Property or operate Seller and its Subsidiaries’ business as currently conducted thereon, have been issued and are in full force and effect. Section 3.13(e) of the Disclosure Schedule lists all material Real Property Permits held by Seller or any Subsidiary of Seller with respect to each parcel of Real Property. Seller has delivered to Buyer a true and complete copy of all Real Property Permits. Neither Seller nor any Subsidiary of Seller has received any notice from any governmental authority or other entity having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Real Property Permit and there is no Basis for the issuance of any such notice or the taking of any such action. The Real Property Permits are transferable to Buyer without the consent or approval of the issuing governmental authority or entity; no disclosure, filing or other action by Seller or any Subsidiary of Seller is required in connection with such transfer; and Buyer shall not be required to assume any additional liabilities or obligations under the Real Property Permits as a result of such transfer.
Appears in 2 contracts
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 2.13(a) of the Disclosure Letter sets forth each parcel Schedule contains a list of real property leased by all of the Owned Real Property and the name of the record title holder thereof. With respect to such Owned Real Property either the Seller or any Affiliate one of the Seller that is used primarily Subsidiaries owns good and marketable title to such real property, free and clear of all Encumbrances other than Permitted Encumbrances. Except as described in the conduct Section 2.13(a) of the Business as currently conducted (together with all rightsDisclosure Schedule, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all there are no leases, subleases, licenses, concessions and or other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted granting to any Person the right to of use or occupy occupancy of any material portion of such Owned Real Property; and there are no outstanding options or rights of first refusal to purchase any parcel of such Owned Real Property, any portion thereof or interest therein. The Owned Real Property, together with the Leased Real Property Property, includes all real property that is used, held for use or any portion thereof; anduseful solely or primarily in the conduct of the Business, except for Excluded Assets.
(iib) Seller or such Affiliate Except as described in Section 2.13(b) of the Seller has not pledgedDisclosure Schedule, mortgaged there is no current, or otherwise granted an Encumbrance on its leasehold interest in to Seller's Knowledge, proposed condemnation proceeding, requisition or taking proposal by any Leased public authority of any material portion of the Owned Real Property.
(c) Section 2.13(c) of the Disclosure Schedule contains a list of all Leased Real Property and the names of the lessee and lessor thereof. To Seller's Knowledge, the leases with respect to such property are in full force and effect, and Seller or one of the Subsidiaries holds a valid and existing leasehold interest under each of the leases free and clear of all Encumbrances except for Permitted Encumbrances. Buyer either has been supplied with, or has been given access to, complete and accurate copies of each of the leases and none of such leases have, to Seller's Knowledge, been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. Neither Seller nor any Affiliate one of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real PropertySubsidiaries is, (ii) existingto Seller's Knowledge, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in default in any material respect under any of such leases, and, to Seller's Knowledge, none of the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged landlords or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, lessors are in compliance with all applicable Legal Requirements and Ordersdefault in any material respect thereunder.
Appears in 2 contracts
Samples: Agreement for Sale and Purchase of Assets (Goodrich B F Co), Agreement for Sale and Purchase of Assets (Noveon Inc)
Real Property. (a) Schedule 5.4(a) lists, as of the date of this Agreement, all real property which is owned by any Seller and used in connection with the Business (collectively, the "Owned Real Property").
(i) Sellers have received all Governmental Permits which are necessary or appropriate in connection with Sellers' occupancy, ownership or leasing of the Owned Real Property and the present use of the Owned Real Property that constitutes a Purchased Asset does not own violate the Governmental Permits applicable thereto, except where the failure to receive, or violation of, a Governmental Permit would not reasonably be expected to have a Material Adverse Effect.
(ii) No Seller has received written notice or otherwise has knowledge of any pending or threatened (A) condemnation, eminent domain, expropriation or similar proceeding affecting the Owned Real Property that constitutes a Purchased Asset, (B) proceeding to change the zoning classification of any portion of the Owned Real Property that constitutes a Purchased Asset or (C) imposition of any special assessments for public betterments affecting the Owned Real Property that constitutes a Purchased Asset, which in any case would reasonably be expected to have a Material Adverse Effect.
(iii) To Sellers' knowledge, the Owned Real Property that constitutes a Purchased Asset and the present uses of such Owned Real Property by Sellers are in compliance with, and not in default under or in violation of, any building, zoning, land use, public health, public safety, sewage, water, sanitation or other comparable Requirements of Law, except for such noncompliance, default or violation that would not reasonably be expected to have a Material Adverse Effect.
(b) Schedule 5.4(b) lists, as of the date of this Agreement, all leases or other occupancy agreements (collectively, "Leases") of real property used in connection with the Business (the "Leased Real Property"). True, complete and correct copies of the Leases, including any amendments thereto, are available in the Electronic Data Room or have been delivered to Buyer by Sellers.
(c) Schedules 5.4(a) and 5.4(b) list all of the real property used in connection with the Business.
(bd) Part 2.13(bExcept as would not reasonably be expected to have a Material Adverse Effect:
(i) The Sellers and each of the Disclosure Letter sets forth each parcel Transferred Subsidiaries have all Environmental Permits as are necessary for the lawful operation of real property leased the Business.
(ii) The ongoing activities of the Business are in compliance with all terms and conditions of the Environmental Permits, are in compliance with, and are not subject to any Order with respect to, any Environmental Laws and none of the Sellers or Transferred Subsidiaries has received notice of, or is aware of facts in connection with the activities of the Business that could constitute, a violation or claim under any Environmental Laws.
(iii) There have been no Releases of any Hazardous Substances at, on or under any of the properties owned or used by the Seller Sellers or any Affiliate of the Seller that is used primarily Transferred Subsidiaries in the conduct of the Business as currently conducted (together with all rightsBusiness, title and interest of Seller or such Affiliate in and to leasehold improvements relating theretothe knowledge of Sellers, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list none of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller such properties has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to been used by any Person the right to use as landfill or occupy such Leased Real Property storage, treatment or disposal site for any portion thereof; and
(ii) Seller type of Hazardous Substance or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertynon-hazardous solid wastes as defined under RCRA.
(civ) Neither Seller nor The Sellers and Transferred Subsidiaries have not voluntarily assumed any Affiliate environmental liabilities affecting any of the Seller Owned Real Property that constitutes a Purchased Asset by Contract with any party other than pursuant to this Agreement.
(v) There are no claims, suits or proceedings by any employee pending or, to the knowledge of any of the Sellers, threatened against any of the Sellers or Transferred Subsidiaries that are premised on the exposure to asbestos or asbestos-containing material in any of the Owned Real Property that constitutes a Purchased Asset.
(vi) To the knowledge of Sellers, the storage tanks that presently exist on, at or under any of the Owned Real Property that constitutes a Purchased Asset have been operated and maintained in accordance with all Environmental Laws and none of them is Releasing any Hazardous Substance.
(vii) No Encumbrance has received been imposed or asserted on any written notice of (i) material violations of building codes and/or zoning ordinances Owned Real Property that constitutes a Purchased Asset by any Governmental Authority or other Legal Requirements affecting Person in connection with any Environmental Law.
(viii) All material documents, records and information in the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting possession of the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in Sellers concerning the condition of the Environment at any material respect of the ability to operate the Leased Owned Real Property as currently operated. Neither that constitutes a Purchased Asset, whether generated by the whole nor any portion of any Leased Real Property has been materially damaged Sellers or destroyed by fire Transferred Subsidiaries or other casualty since April 28, 2010. All improvements on the Leased Real Propertyothers, including all leasehold improvements, that were made after April 28, 2010environmental audits and environmental site assessments, are available in compliance with all applicable Legal Requirements and Ordersthe Electronic Data Room or have been delivered to Buyer by Sellers.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Venture Holdings Co LLC), Asset Purchase Agreement (Venture Europe Inc)
Real Property. (a) Seller does not own any With respect to each parcel of Xxxxxxx Owned Real Property or CBS Owned Real Property, as applicable, the acquiring party may obtain customary owner’s title commitments and current surveys, all at the acquiring party’s expense, prior to Closing. The conveying party shall provide the acquiring party access to the applicable owned real property used in to perform such surveys, provided that such surveys are conducted during normal business hours upon reasonable prior notice to the Businessconveying party.
(b) Part 2.13(bIf any such title commitment or survey discloses either that (i) any facilities or improvements of others encroach upon the Disclosure Letter sets forth each parcel of real property leased by the Seller Xxxxxxx Owned Real Property or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased CBS Owned Real Property, as applicable, or (ii) any facilities or improvements on the Xxxxxxx Owned Real Property or CBS Owned Real Property, as applicable, encroach upon adjacent real property, in either case in any material respect (in either case, an “Encroachment”), then the acquiring party shall provide a copy thereof to the conveying party and: except as set forth below, the conveying party shall remediate such Encroachment in all material respects in the ordinary course of business; and a true if such remediation is not completed prior to Closing, then the parties shall proceed to Closing (with the conveying party’s representations and complete list of warranties deemed modified to take into account any such condition) and the conveying party shall remediate such Encroachment in all leases, subleases, licenses, concessions material respects after Closing (and the acquiring party will provide access and any other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements reasonable assistance requested with respect thereto (collectively, the “Leases”to such obligation). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor Notwithstanding anything herein to the contrary, if the reasonably estimated cost to remedy any Affiliate such Encroachments in the aggregate with respect to any single property exceeds the Threshold Amount, then within 10 business days of the Seller has received any receipt of written notice of such Encroachments from the acquiring party, the conveying party shall notify the acquiring party of its election either to (i) remediate such Encroachments in all material violations of building codes and/or zoning ordinances respects or other Legal Requirements affecting the Leased Real Property, (ii) existingnot remediate such Encroachments in all material respects, pending in which event the acquiring party may terminate this Agreement on written notice to the conveying party. If the acquiring party does not elect to terminate this Agreement, then the conveying party shall pay the remediation costs up to the Threshold Amount for such property, but shall not be otherwise liable to the acquiring party under this Agreement for such Encroachments, whether under this Section or threatened condemnation proceedings affecting the Leased Real Property, indemnification provisions or otherwise under any law.
(iiid) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected All Encroachments that are not known to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements conveying party on the Leased Real Propertydate of this Agreement shall be deemed an exception to the conveying party’s representations and warranties in Section 2.7 or 3.7, including all leasehold improvementsas applicable, that were made after April 28but any such exception does not limit the conveying party’s obligations under this Section 5.11, 2010, are which shall survive Closing in compliance with all applicable Legal Requirements full force and Orderseffect until performed in full. This Section 5.11 sets forth the acquiring party’s sole remedy if a title commitment or survey discloses an Encroachment.
Appears in 2 contracts
Samples: Asset Exchange Agreement, Asset Exchange Agreement (Beasley Broadcast Group Inc)
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 4.11(a) of the Seller Disclosure Letter Schedule sets forth a true, complete and correct listing of each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted Owned Real Property (together with all rightsincluding street address, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”legal description (if known), owner and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oralthe Company’s use thereof), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Leaseparcel of Owned Real Property:
(i) Except except as disclosed set forth on Part 2.13(b)(iSection 4.11(a)(i) of the Seller Disclosure LetterSchedule, the Company has good, valid, insurable, marketable and fee simple title to such Owned Real Property, free and clear of all Encumbrances (except for Permitted Encumbrances) and Buyer will receive such title and/or interest in the Owned Real Property at the Closing free and clear of all Encumbrances (other than Permitted Encumbrances); and
(ii) neither Seller or nor the Affiliate of Seller that is a party to the Lease Company has not subleased, assigned leased or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof.
(b) Section 4.11(b) of the Seller Disclosure Schedule sets forth a true, complete and correct listing of all Leased Real Property (including street address, legal description (if known), lessor, rent and the Company’s use thereof), and a true, complete and correct list of all lease Contracts for such Leased Real Property. Seller has made available to Buyer true and complete copies of each such lease Contract, as amended through the date hereof. With respect to each such lease Contract:
(i) the Company has a valid leasehold interest to the leasehold estate in the Leased Real Property granted to the Company pursuant to each such lease Contract;
(ii) each such lease Contract is, and will continue to be, legal, valid, binding, enforceable and in full force and effect against the parties thereto in accordance with its terms following the consummation of the transactions contemplated hereby;
(iii) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such lease Contract; and
(iiiv) neither Seller nor the Company has assigned, transferred, conveyed, mortgaged, deeded in trust or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold encumbered any interest in any Leased Real PropertyProperty held pursuant to such lease Contract.
(c) Neither Seller nor any Affiliate Except as set forth on Section 4.11(c) of the Seller Disclosure Schedule, the Company Real Property and all present uses and operations of the Company Real Property comply in all material respects with easements and disposition agreements affecting the Company Real Property and there are no pending or, to the Knowledge of Seller, threatened condemnation, fire, health, safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Company Real Property or the current use, occupancy or value thereof, nor has the Company or Seller received any written notice of (i) material violations any pending or threatened special assessment proceedings affecting any portion of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Company Real Property, in each case except to the extent that such actions or notice would result in a Material Adverse Effect on the Company.
(iid) existingTo the Knowledge of Seller, pending no fact or threatened condemnation proceedings affecting condition exists which could result in the Leased termination or material reduction of the current access from the Company Real Property to existing roads or to water, sewer or other utility services presently serving such Company Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Thoratec Corp), Stock Purchase Agreement (Thoratec Corp)
Real Property. (a) Seller does not own any Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the applicable Group Company has good and marketable title, and validly granted long term land use rights and building ownership rights, to the real property used in the Business.
owned by any Group Company (b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Owned Real Property”), free and clear of any Lien, other than Permitted Property Liens, (ii) 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, (iii) the land use rights relating to the Owned Real Property have been duly obtained from a true competent Governmental Authority in accordance with applicable Law and complete list all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and on time, (iv) the applicable Group Company has duly complied with the terms and conditions of, and all of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectivelyits obligations under, the “Leases”). Seller has Made Available relevant land use rights grant contract, as applicable, and real property purchase contract in relation to Purchaser a true any Owned Real Property and complete copy of each Lease. With respect to each Lease:
(iv) Except as disclosed on Part 2.13(b)(i) none of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease Group Companies has not subleased, assigned leased or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; and.
(iib) Seller or such Affiliate All current leases and subleases of real property entered into by any Group Company (the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any “Leased Real Property.
”) are in full force and effect, are valid and effective in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and there is not, under any of such leases, any existing material default or event of default (cor event which, with notice or lapse of time, or both, would constitute a default) Neither Seller nor any Affiliate by such Group Company or, to the knowledge of the Seller Company, by the other party to such lease or sublease, except in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The applicable Group Company has received any written notice good and valid leasehold or sublease-hold interests in each parcel of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existingfree and clear of any Liens other than Permitted Encumbrances, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could except as would not reasonably be expected to adversely affect have, individually or in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28aggregate, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersa Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Chuanwei Zhang), Merger Agreement (China Ming Yang Wind Power Group LTD)
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 3.7(a) of the Seller Disclosure Letter Schedule sets forth each parcel a true and complete list of all real property leased by leases and subleases that relate solely to the Consumer Care Business under which Seller or any Affiliate of its Affiliates is a lessee or sublessee (the Seller that is used primarily in “Real Property Leases,” and the conduct of the Business as currently conducted (together with all rights, title and interest of Seller properties leased or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelysubleased thereunder, the “Leased Real Property”), . The leasehold interests relating to the Real Property Leases are free and a true and complete list clear of all leasesLiens, subleasesother than Permitted Liens. As of the date hereof, licenses, concessions and neither Seller nor any of its Affiliates has received any written notice from the other agreements party to any Real Property Lease of the termination or proposed termination thereof.
(whether written or oral), including all amendments, extensions renewals, guaranties and other agreements b) Seller (together with respect thereto its Affiliates) owns the real property listed on Section 3.7(b) of the Seller Disclosure Schedule (collectively, the “LeasesConveyed Sites”). Each of Seller and its Affiliates, as applicable, has Made Available good, valid and insurable fee title to Purchaser a true the Conveyed Sites (other than the Conveyed Site in China) free and complete copy clear of each Leaseany Liens, except for Permitted Liens. With In respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure LetterConveyed Site in China, Seller or the an Affiliate of Seller that has a good and valid granted land use right to the land and good and valid ownership of the buildings constructed thereon, in each case free and clear of any Liens, except for Permitted Liens. None of the Conveyed Sites is subject to any lease, license or sublicense or any right or option of any other Person to purchase or lease an interest in such Conveyed Site. None of the Companies or any of their Subsidiaries is a party to the Lease has any Contract to acquire any real property and does not subleased, assigned or otherwise granted have any obligation to acquire any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertyreal property.
(c) Except as set forth in Section 3.7(c) of the Seller Disclosure Schedule, each facility (including, all buildings, structures, and improvements) included in the Conveyed Sites and the Leased Real Property is in all material respects in good operating condition and repair and is in all material respects structurally sound and free of defects, with no material alterations or repairs required thereto under applicable Law or insurance company requirements.
(d) Neither Seller nor any Affiliate of the Seller its Affiliates has received any written notice of (i) material violations any condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of building codes and/or zoning ordinances the Conveyed Sites or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Stock and Asset Purchase Agreement (Merck & Co. Inc.)
Real Property. The Parent and the Parent Subsidiaries have good and marketable (aor indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) Seller does not own any title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by Parent or any Parent Subsidiary, Parent or such Parent Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as do not or will not materially interfere with the Business.
(b) Part 2.13(b) present use or intended use by Parent and the Parent Subsidiaries or materially affect the value of or the Disclosure Letter sets forth ability to market to customers the property affected thereby and which are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and the Parent Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property leased owned by them in amounts equal to the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller purchase price paid by Parent or such Affiliate in and to leasehold improvements relating theretoParent Subsidiary at the time of its acquisition thereof. Neither Parent nor any Parent Subsidiary has given, includingnor have they received, but not limited to, security deposits, reserves any notice or prepaid rents paid in connection therewith, collectively, information indicating that the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest facts set forth in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances surveys or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending title insurance policies are untrue or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect incorrect in any material respect nor has Parent or any Parent Subsidiary received any notice that a breach or an event of default exists, and no condition or event has occurred that with the ability giving of notice, the lapse of time, or both would constitute a breach or event of default, by Parent or any Parent Subsidiary, or to operate the Leased Real Property knowledge of Parent, any other person with respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to Parent or any Parent Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of the business of Parent and the Parent Subsidiaries, as currently operatedpresently conducted or intended to be conducted, except for such breach or event of default that is not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither To the whole nor knowledge of Parent, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any portion real property owned or leased by Parent or any Parent Subsidiary that is reasonably likely to have a Parent Material Adverse Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on the Parent Balance Sheet or incurred since the date of the Parent Balance Sheet in the ordinary course of Parent's business consistent with past practices), except for charges or assessments that are reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, there is no material impediment to obtaining any Leased Real Property has been materially damaged permits or destroyed governmental approvals required to develop lots or construct homes on undeveloped real property held by fire Parent or a Parent Subsidiary for such purpose (the "Parent Development Properties"), except for such as is not reasonably likely to have a Parent Material Adverse Effect. The Parent Development Properties have access to public streets, and are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all material respects, by water, gas and electricity and other casualty since April 28services that may be necessary to construct homes on such properties, 2010and to the knowledge of Parent such utilities and other services are or will be adequate for the current and intended use of such property. All improvements on material leases pursuant to which Parent or any Parent Subsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by Parent or the Leased Real PropertyParent Subsidiaries has occurred thereunder, including all leasehold improvementsexcept where the lack of such validity and effectiveness or the existence of such defaults or event of defaults is not reasonably likely to have, that were made after April 28individually or in the aggregate, 2010, are in compliance with all applicable Legal Requirements and Ordersa Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Crossmann Communities Inc), Merger Agreement (Crossmann Communities Inc)
Real Property. Section 3.12 of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of (a) Seller does not own any the real property used in owned by Seller or any Transferred Entity with respect to the Business.
Business and being transferred to Purchaser as part of the Sale hereunder (the “Business Owned Real Property”) and the applicable Seller or Transferred Entity that is the holder thereof and (b) Part 2.13(b) the real property leased, subleased or licensed by any Transferred Entity or other applicable Affiliate of Seller with respect to the Business and being transferred to Purchaser as part of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of Sale hereunder, other than the Business as currently conducted Owned Real Property (the “Business Leased Real Property” and, together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelythe Business Owned Property, the “Leased Business Real Property”). Except as would not reasonably be expected to be material to the Business and the Transferred Entities, taken as a whole, each of the Transferred Entities, as applicable, has, good and marketable title to all Business Owned Real Property and a true valid leasehold, subleasehold or license interest, as applicable, in the Business Leased Real Property leased, subleased or licensed by it, in each case free and complete list clear of all Liens, except Permitted Liens. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings affecting any Business Owned Real Property or Business Leased Real Property or any material portion thereof, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. All leases, subleases, subleases and licenses, concessions and other agreements (whether written or oral), including together with all amendments, extensions renewals, guaranties modifications and other agreements with respect supplements thereto (collectively, the “Real Property Leases” and each a “Real Property Lease”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of for the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Business Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of are in full force and effect and are enforceable in accordance with their respective terms, subject to the Seller has Enforceability Exceptions, except as would not pledgedreasonably be expected to be material to the Transferred Entities and the Business, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) taken as a whole. Neither Seller nor any Affiliate of the Seller Transferred Entity has received any written notice of (i) material violations of building codes and/or zoning ordinances any, and there is no, default or other Legal Requirements affecting matter or condition in existence as of the Leased date hereof that would constitute a breach under any Real PropertyProperty Lease by any of the Transferred Entities under any such lease, (ii) existingsublease or license, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could except as would not reasonably be expected to adversely affect in any be material respect to the ability Transferred Entities and the Business, taken as a whole. Except as would not reasonably be expected to operate be material to the Transferred Entities and the Business, taken as a whole, the buildings, structures, fixtures and other improvements located on the Business Owned Real Property and the Business Leased Real Property as currently operated. Neither (collectively, the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance “Improvements”) comply with all applicable Legal Requirements Laws. Except as would not reasonably be expected to be material to the Transferred Entities and Ordersthe Business, taken as a whole, none of the Improvements require any special dispensation, variance or special permit under any Law (whether or not such dispensation, variance or special permit has been issued and obtained). Section 3.12(c) of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of all easements, servitudes, rights of way and similar agreements that encumber, affect or have otherwise granted rights in and to the Business Real Property in favor of the Seller, PSE&G or their respective Affiliates (together with all amendments, modifications and other supplements thereto, the “Existing Affiliate Easements”). The Existing Affiliate Easements do not materially interfere with, and would not reasonably be expected to materially interfere with as a result of the exercise of the rights of the parties thereunder, the ordinary conduct of the Business as conducted as of the date hereof at the asset to which they relate, or the use or occupancy thereof.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Pseg Power LLC), Equity Purchase Agreement (Pseg Power LLC)
Real Property. (a) Seller does not own any real property used in the Business.
(bSchedule 4.23(a) Part 2.13(b) of the Disclosure Letter sets forth the address of each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Owned Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
Owned Real Property: (i) Except the Company has good and marketable fee simple title to such Owned Real Property, which shall be free and clear of all liens and encumbrances as disclosed on Part 2.13(b)(i) of the Disclosure LetterClosing Date, Seller or except for Permitted Liens; (ii) except as set forth on Schedule 4.23(a), the Affiliate of Seller that is a party to the Lease Company has not subleased, assigned leased or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; and(iii) other than the right of the Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iv) the Company is not a party to any agreement or option to purchase any real property or interest therein.
(iib) Seller Schedule 4.23(b) sets forth a true, correct and complete list of all Leases. The Leases are the only Contracts pursuant to which the Company leases any real property or such Affiliate right in any Real Property. The Company has provided to Parent and Merger Sub accurate and complete copies of all Leases. The Company has good, valid and subsisting title to its respective leasehold estates in the Seller offices described on Schedule 4.23(b), free and clear of all Liens other than Permitted Liens. The Company has not pledgedbreached or violated any local zoning ordinance, mortgaged and no notice from any Person has been received by the Company or otherwise granted an Encumbrance on its leasehold interest in served upon the Company claiming any Leased Real Propertyviolation of any local zoning ordinance.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of With respect to each Lease: (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Propertyit is valid, binding and enforceable in accordance with its terms and in full force and effect; (ii) existingall rents and additional rents and other sums, pending or threatened condemnation proceedings affecting the Leased Real Property, or expenses and charges due thereunder have been paid; (iii) existingthe Company has been in peaceable possession of the premises leased thereunder since the commencement of the original term thereof; (iv) no waiver, pending indulgence or threatened zoningpostponement of the Company’s obligations thereunder has been granted by the lessor; (v) the Company has performed all material obligations imposed on it under such Lease and there exist no default or event of default thereunder by the Company or, building code to the Company’s Knowledge, by any other party thereto; (vi) there exists, to the Company’s Knowledge, no occurrence, condition or other moratorium proceedingsact which, with the giving of notice, the lapse of time or similar matters which could the happening of any further event or condition, would reasonably be expected to adversely affect in any material respect become a default or event of default by the ability to operate Company thereunder; (vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder and (viii) the Leased Company has not exercised early termination options, if any, under such Lease. The Company holds the leasehold estate established under the Leases free and clear of all Liens, except for Liens of mortgagees of the Real Property as currently operatedon which such leasehold estate is located. Neither The Real Property leased by the Company is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with such leased Real Property. The Company is in physical possession and actual and exclusive occupation of the whole nor any portion of any Leased Real Property has been materially damaged the leased premises, none of which is subleased or destroyed by fire or other casualty since April 28, 2010assigned to another Person. All improvements on Each Lease leases all useable square footage of the Leased premises located at each leased Real Property. With respect to the improvements made by the Company that require restoration by the Company upon expiration or the earlier termination of the applicable Leases in accordance with the terms of such Leases, including all leasehold improvements, that were made after April 28, 2010, are the cost of the Company’s restoration obligations shall not exceed $100,000 in compliance the aggregate.
(d) The Company does not owe any brokerage commission with all applicable Legal Requirements and Ordersrespect to any Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Real Property. (a) Schedule 3.12(a) of the Disclosure Schedules lists the street address of each parcel of Leased Real Property that is currently leased by the Seller does and the identity of the lessor of each such parcel of Leased Real Property. The Seller has a valid leasehold estate in all Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. All leases in respect of the Leased Real Property are in full force and effect, the Seller has not own received any real property used written notice of a breach of default thereunder, and to the Knowledge of the Seller, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default thereunder, except for any such breaches or defaults that would not, individually or in the Businessaggregate, reasonably be expected to have Material Adverse Effect.
(b) Part 2.13(bThe Seller has good and marketable fee simple title to each parcel of Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. As of the Closing, except as set forth on Schedule 3.12(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller Schedules, there are no binding leases or occupancy agreements which entitle any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property all or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledgedOwned Real Property. No condemnation or eminent domain proceeding is pending or, mortgaged or otherwise granted an Encumbrance on its leasehold interest to the Knowledge of the Seller, threatened in writing, against any Leased part of any Owned Real Property.
(c) Neither To the Seller’s Knowledge, none of the Owned Real Property or any improvement thereon is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor, nor has the Seller nor received written notice that any Affiliate such condemnation, expropriation or taking is currently proposed or pending. The Seller has not leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property that remains in effect.
(d) To the Seller’s Knowledge, all improvements on the Owned Real Property conform in all material respects to applicable Laws and the Seller has not received any written notice of (i) material violations any violation of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orderssuch Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement (A. H. Belo Corp)
Real Property. (a) The Company and its Subsidiaries has good and marketable indefeasible fee simple title to all of the Owned Real Property free and clear of all Encumbrances, other than Permitted Encumbrances and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Seller does not own nor any of its Affiliates owns any material real property which is used exclusively in the Businessbusiness of the Company. To the Seller’s Knowledge, neither the Company nor any of its Subsidiaries is a party to any agreement or option to sell any Owned Real Property.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and Each lease relating to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property is a valid agreement enforceable against the Company or any portion thereof; and
(ii) Seller or such Affiliate its Subsidiary and to the Seller’s Knowledge, against the other parties thereto. None of the Seller Company or its Subsidiaries is in material default or breach, or has received a written notice alleging that it is in material default or breach, under any lease relating to the material Leased Real Property and, to the Seller’s Knowledge, none of the other parties to such leases is in material default or breach thereunder. The transactions contemplated herein do not pledgedrequire the consent of any other party to any Specified Leases, mortgaged will not result in a breach of or default under any Specified Leases, or otherwise granted an Encumbrance cause any Specified Leases to cease to be legal, valid, binding, enforceable and in full force and effect on its leasehold interest in any Leased Real Propertyidentical terms following the First Stage Closing or the Second Stage Closing, as applicable.
(c) Neither Seller nor any Affiliate of Other than the Shared Site Agreements, there are no material agreements between the Seller and its Affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company or any of its Subsidiaries, on the other hand, providing for arrangements pursuant to which sites are shared between the Seller or its applicable Affiliate (other than the Company and its Subsidiaries), on the one hand, and the Company or its applicable Subsidiary, on the other hand.
(d) To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, the Company has not received any written notice from any Governmental Authority or any Third Party that any of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are is not in compliance with all applicable Legal Requirements Requirements, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect or materially adversely affect the ability of the Seller to carry out its obligations under, and Ordersto consummate the transactions contemplated by, this Agreement. To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, none of the Company or its Subsidiaries has received any written threat of condemnation or similar proceeding relating to the Real Property or any material portion thereof.
Appears in 2 contracts
Samples: Purchase and Option Agreement (Novartis Ag), Purchase and Option Agreement (Novartis Ag)
Real Property. (a) Seller does not own any real property used in Holdings or its Subsidiaries, as the Businesscase may be, holds good, valid, legal and marketable fee title to the Holdings Owned Real Property, free and clear of all Liens, except for Permitted Liens.
(b) Part 2.13(bHoldings or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Holdings Leased Real Property free and clear of all Liens, except for Permitted Liens.
(c) of The Holdings Owned Real Property and the Disclosure Letter sets forth each parcel of Holdings Leased Real Property are referred to collectively herein as the “Holdings Real Property.” The Holdings Real Property constitutes all real property leased by the Seller or any Affiliate of the Seller that is used primarily in necessary for the conduct of the Business business of Holdings and its Subsidiaries, taken as a whole, as currently conducted (together with all rightsconducted. Except as has not had and would not reasonably be expected to have, title and interest individually or in the aggregate, a Holdings Material Adverse Effect, neither Holdings nor any of Seller its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or such Affiliate in other similar Proceedings that are pending, and to leasehold improvements Holdings’s Knowledge there are no such Proceedings threatened, affecting any portion of the Holdings Real Property and neither Holdings nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating theretoto the ownership, includinglease, but not limited touse, security deposits, reserves occupancy or prepaid rents paid in connection therewith, collectively, operation by any Person of the “Leased Holdings Real Property”). Neither Holdings nor any of its Subsidiaries has leased, and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned licensed or otherwise granted to any Person the a material right to use or occupy such Leased any of the material Holdings Real Property or any material portion thereof; and
(ii) Seller . Neither Holdings nor any of its Subsidiaries has granted any option or such Affiliate other right to any third party to purchase any of the Seller material Holdings Real Property or any material portion thereof. Except as has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could had and would not reasonably be expected to adversely affect have, individually or in any material respect the ability to operate aggregate, a Holdings Material Adverse Effect, each portion of the Leased Holdings Real Property as currently operated. Neither and all buildings and improvements located on the whole nor any portion of any Leased Holdings Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements a state of good operating condition, subject to reasonable wear and Orderstear.
Appears in 2 contracts
Samples: Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)
Real Property. (a) No Seller does not own owns any real property used in of the BusinessOffice Locations.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available provided to Purchaser Buyer a true and complete copy of the Real Property Lease for each LeaseOffice Location. With respect to each Real Property Lease:
, to the Knowledge of Sellers (i) Except such Real Property Lease is valid, binding and in full force and effect with respect to the Seller who is the lessee or sublessee, as disclosed applicable, thereunder, and the other parties thereto; (ii) all payments required to have been made under such Real Property Lease by such Seller have been made; (iii) there are no other defaults or events of default under, or events which with due notice or lapse of time, or both, would constitute defaults or events of default under, such Real Property Lease by such Seller, or, the landlord or sub landlord, as applicable, under such Real Property Lease; (iv) except as described in Schedule 3.16, the Contemplated Transactions do not require the consent of any other party to any Real Property Lease, will not result in a breach of or default under any Real Property Lease, and will not otherwise cause any Real Property Lease to cease to be legal, valid, binding, and in full force and effect on Part 2.13(b)(iidentical terms following Closing; (v) Sellers’ possession and quiet enjoyment of the Disclosure Letterreal property subject of the Real Property Leases has not been disturbed; (vi) no security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or default under a Real Property Lease that has not been redeposited in full; (vii) no Seller owes in the future any brokerage commissions or finder’s fees with respect to any Real Property Lease; (viii) except as described in Schedule 3.16, Seller or the Affiliate of Seller that is a other party to the any Real Property Lease is not an Affiliate of, and otherwise does not have, any economic interest in any Seller; (ix) no Seller has not collaterally assigned or granted any other Encumbrance in any Real Property Lease or any interest therein; and (x) no Seller has subleased, assigned licensed, or otherwise granted to any Person the right to use or occupy such Leased the real property subject of the Real Property Leases or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance thereof except as detailed on its leasehold interest in any Leased Real PropertySchedule 3.16.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Brown & Brown, Inc.), Asset Purchase Agreement
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except To RSVP’s knowledge, except as disclosed on Part 2.13(b)(i) set forth in the Registration Statement, neither RSVP nor any of the Disclosure LetterRSVP Student Housing Entities has given or received any notice of any uncured default with respect to any material agreement affecting the RSVP Properties which would have a Material Adverse Effect, Seller and, no event has occurred or is threatened, which through the passage of time or the Affiliate giving of Seller notice, or both, would constitute a material default thereunder or would cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any RSVP Property, except for Permitted Liens or such Liens that is would not have, or reasonably be expected to have, a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; andMaterial Adverse Effect.
(ii) Seller To RSVP’s knowledge each RSVP Student Housing Entity identified on Schedule IV as owning an underlying Property has insurable fee simple or ground lease title to such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(ciii) Neither Seller nor To RSVP’s knowledge, there is no existing, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase in lieu of such a proceeding, which would affect all or any Affiliate portion of the Seller has RSVP Properties in any material respect.
(iv) The ground leases referenced in the Registration Statement (the “Ground Leases”) are the only ground leases in which any of the RSVP Student Housing Entities holds an interest as lessee or tenant. To RSVP’s knowledge, such Ground Leases are in full force and effect, except as indicated otherwise in the Registration Statement or in any estoppel certificate made available or delivered to the Company Entities prior to the Closing. To RSVP’s knowledge, neither RSVP nor the RSVP Student Housing Entities have received any written notice from any ground lessor under any of (i) material violations the Ground Leases alleging the existence of building codes and/or zoning ordinances any default on the part of RSVP or other Legal Requirements affecting the Leased Real PropertyRSVP Student Housing Entities thereunder. To RSVP’s knowledge, (ii) existingno ground lessor under any of the Ground Leases is in default or is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings. To RSVP’s knowledge, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole neither RSVP nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, RSVP Student Housing Entities are in compliance default under any Ground Lease, and no event has occurred which with all applicable Legal Requirements and Ordersthe passage of time or the giving of notice (or both) would constitute a default under any Ground Lease.
Appears in 2 contracts
Samples: Contribution Agreement (American Campus Communities Inc), Contribution Agreement (American Campus Communities Inc)
Real Property. (a) Seller does Except as would not own any have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Parent Subsidiary has good and marketable fee title to the real property used owned by Parent or any Parent Subsidiary (the “Parent Owned Real Property”), in each case, which has not been sold in the Businessordinary course of business and free and clear of all Liens other than Permitted Liens.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller Except as would not have and would not reasonably be expected to have, individually or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rightsaggregate, title and interest of Seller or such Affiliate in and to leasehold improvements relating theretoa Parent Material Adverse Effect, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(ieach lease, sublease, license, easement and other agreement which requires the payment of rent in an amount exceeding one hundred and fifty thousand dollars ($150,000) of the Disclosure Letterper annum, Seller together with any amendments, renewals and guarantees thereof or the Affiliate of Seller that is thereto (each, a party to the Lease “Parent Real Property Lease”) under which Parent or any Parent Subsidiary uses or occupies or has not subleased, assigned or otherwise granted to any Person the right to use or occupy such any real property at which operations of Parent and the Parent Subsidiaries are conducted (the “Parent Leased Real Property”, and together with the Parent Owned Real Property or any portion thereof; and
and Parent Leased Real Property, the “Parent Property”) is valid, binding and in full force and effect, (ii) Seller to the Knowledge of Parent, none of Parent, any Parent Subsidiary or such Affiliate any counterparty is in breach or default under any Parent Real Property Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a default by Parent, any Parent Subsidiary or any counterparty under any Parent Real Property Lease, and (iii) Parent or the applicable Parent Subsidiary has a good and valid leasehold interest, subject to the terms of the Seller has not pledgedParent Real Property Lease applicable thereto, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any each parcel of Parent Leased Real Property, in each case free and clear of all Liens other than Permitted Liens.
(c) Neither Seller To the Knowledge of Parent, neither Parent nor any Affiliate Parent Subsidiary has received any notice of any material violation of any Law relating to any Parent Property.
(d) Except as would not have and would not reasonably be expected to have, individually or in the Seller aggregate, a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has received any written notice of (i) material violations of building codes and/or zoning ordinances any condemnation, eminent domain, requisition or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real taking by any Governmental Entity with respect to any Parent Property, or (iii) existingnegotiations for the purchase of any Parent Property in lieu of condemnation, pending and no condemnation, eminent domain, requisition or taking has been commenced or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in connection with any material respect of the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersforegoing.
Appears in 2 contracts
Samples: Merger Agreement (Taylor Morrison Home Corp), Agreement and Plan of Merger (William Lyon Homes)
Real Property. (a) Seller does The Acquired Assets do not own include any real property used in owned by the BusinessSeller Entities.
(b) Part 2.13(bSchedule 2.1(a)(vii) or Section 3.14(b) of the Seller Disclosure Letter Schedule sets forth a true, accurate and complete list of each lease, sublease, license or occupancy agreement together with all amendments thereto for the Leased Real Property, including a street address applicable to each such Leased Real Property (each a “Lease”).
(c) With respect to each parcel of real property leased by that contains the Seller or any Affiliate portions of the Seller that is used primarily in buildings and facilities to be licensed to the conduct of Buyer pursuant to the Business as currently conducted RELA (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Licensed Real Property”)):
(i) A Seller Entity has good and marketable fee simple title to such parcel free and clear of all Liens other than Permitted Liens;
(ii) The RELA does not require the consent, approval, or notice from or to any landlord or third party in connection with the execution and delivery of the RELA;
(iii) No Seller Entity is in default under any financing arrangement, and no written notice of a true breach has been received by it, which could have the result of terminating the RELA or forfeiture of the Licensed Real Property (or any portion thereof);
(iv) To the Knowledge of the Seller, the Seller has operated and complete list maintained the applicable Licensed Real Property materially in accordance with applicable laws and there exist no material violations which could prevent such Licensed Real Property to be used as contemplated under the RELA;
(v) As of the date hereof, no Seller Entity has received written notice of any condemnation or eminent domain proceedings, and to the Knowledge of the Seller, there are no threatened condemnation or eminent domain proceedings with respect to such Licensed Real Property; and
(vi) As of the date hereof, no Seller Entity has received written notice of, and to the Knowledge of the Seller, there is no proposed or pending proceeding to change or redefine the zoning classification of all leases, subleases, licenses, concessions or any portion of such Licensed Real Property in a manner that would materially and other agreements adversely affect the ability to operate such Licensed Real Property as operated as of the date hereof or for the purposes set forth in the RELA.
(whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. d) With respect to each Lease:
(i) The Seller has provided to the Buyer true, correct and complete copies of all Leased Real Property Leases together with all material amendments and modifications with respect to the Leased Real Property;
(ii) Except as disclosed on Part 2.13(b)(iset forth in Section 3.14(d)(ii) of the Seller Disclosure LetterSchedule, the Leases do not require the consent, approval, or notice from or to any landlord or third party in connection with the execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the Transactions;
(iii) To the Knowledge of the Seller, each Lease is in full force and effect and is enforceable in accordance with its respective terms. To the Knowledge of the Seller, no Seller Entity is in default under any Lease beyond any applicable notice or grace period, and, as of the date hereof and as of the Closing, no written notice of a breach has been received by it, and to the Knowledge of the Seller, as of the date hereof and as of the Closing, no landlord is in material default or breach under any Lease beyond any applicable notice or grace period, and as of the date hereof and as of the Closing, no written notice of a breach has been sent by the Seller;
(iv) To the Knowledge of the Seller, no event has occurred which would allow the other party thereto to terminate or accelerate performance under or otherwise modify (including upon the giving of notice or the Affiliate passage of time) any Lease;
(v) No Seller that Entity has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered (except for Permitted Liens) any interest in the leasehold or subleasehold.
(vi) No construction, alteration or other leasehold improvement work with respect to such Lease (A) remains to be paid and is a party past due or (B) is required and has yet to be performed by any Seller Entity, or to the Lease has not subleasedKnowledge of the Seller, assigned or otherwise granted to by any Person landlord;
(vii) The use, occupancy and operation of the right to use or occupy such Leased Real Property and the buildings, structures, fixtures and other improvements located thereon as used, occupied and operated in the conduct of the Business of the Leased Real Property complies with (i) applicable zoning by-laws and ordinances, (ii) applicable building, life, access, safety, health and fire codes and ordinances and (iii) covenants, restrictions, or other contractual obligations, including the requirements of any portion thereofLiens thereto, applicable to any Leased Real Property;
(viii) There has not occurred any material casualty or damage to the Leased Real Property that has not been repaired in all material respects, other than casualty or damage that the Seller commits to have repaired in all material respects following the Closing; and
(iiix) No Seller Entity is obligated to pay any leasing or brokerage commission relating to such Affiliate Lease or will have any obligation to pay any leasing or brokerage commission upon the renewal or expansion of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertysuch Lease.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Asset Purchase Agreement (MACOM Technology Solutions Holdings, Inc.), Asset Purchase Agreement (Wolfspeed, Inc.)
Real Property. (a) Seller does not own None of the Acquired Entities owns any real property used in the Business(whether beneficially or of record).
(b) Part 2.13(bSchedule 6.13(b) of lists all surface leases (and the Disclosure Letter sets forth each parcel of lands covered thereby) pursuant to which any Acquired Entity leases real property leased by the Seller with a book or any Affiliate market value in excess of the Seller that is used primarily in the conduct of the Business as currently conducted $50,000 (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, listed leases collectively, the “Leased Real PropertyScheduled Leases”), together with a general description of any material improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee and a true the date and complete list term of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”)each lease. Seller has Made Available to Purchaser a A true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure LetterScheduled Leases, Seller as amended to date, has been made available to Acquirer. The Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease is the lessee or has succeeded to the rights of the lessee under such Scheduled Lease and owns the leasehold interest created pursuant to such lease free and clear of all Liens except Permitted Liens. Each Scheduled Lease is in full force and effect and, to the Knowledge of any MCE Party, constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditor’s Rights. No event has occurred that constitutes, or that with the giving of notice or the Affiliate passage of Seller that is time or both would constitute, a default under any Scheduled Lease by any Acquired Entity or, to the Knowledge of any MCE Party, or by any other party to any Scheduled Lease or would permit termination, modification or, to the Knowledge of any MCE Party, acceleration thereof by any party thereto other than an Acquired Entity. Each Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease has not subleased, assigned either owns the improvements located on the lands covered by such lease or validly occupies such improvements in accordance with the terms of such lease free and clear of all Liens except Permitted Liens or except as otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance described on its leasehold interest in any Leased Real PropertySchedule 6.13(b).
(c) Neither Seller nor any Affiliate The real property leased pursuant to the Scheduled Leases constitutes all of the Seller has received any written notice of real property (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased “Real Property”) which has been used in connection with the ownership and operations of the business of the Acquired Entities since December 31, (ii) existing2010. Except as set forth on Schedule 6.13(c), pending or threatened condemnation proceedings affecting other than the Leased Real PropertyAcquired Entities, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect there are no parties in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor possession of any portion of any Leased Real Property as lessees, subtenants, tenants at sufferance or trespassers. The Acquired Entities have full right and authority to use and operate all of the improvements located on the Real Property, subject to applicable Laws and Permitted Liens. Such improvements are being used, occupied and maintained in all material respects by the Acquired Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. There is no pending or, to the Knowledge of any MCE Party, threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the Real Property, nor have any of the MCE Parties or any Acquired Entity received written notification that any such proceeding or assessment is contemplated. Except as set forth on Schedule 6.13(c), to the Knowledge of any MCE Party, the improvements located on the Real Property (the “Facilities”) are free from material structural and mechanical defects (including roofs) and have been used by Acquired Entities in the ordinary course of business and remain as of the date hereof in suitable and adequate condition for such continued use. The Acquired Entities have not deferred maintenance of the Facilities in contemplation of the transactions contemplated by this Agreement. All of the Real Property has been materially damaged direct access to public roads without the use of any easement, license or destroyed by fire or other casualty since April 28right of way.
(d) The MCE Parties have made available to Acquirer true and complete copies of all deeds, 2010. All improvements on leases, title opinions, title insurance policies and surveys in the Leased possession of the Acquired Entities that relate to the Real Property, including together with copies of all leasehold improvementsreports of any engineers, that were made after April 28, 2010, are environmental consultants or other consultants in compliance with all applicable Legal Requirements and Ordersthe possession of the Acquired Entities relating to any of the Real Property.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (New Source Energy Partners L.P.)
Real Property. (a) None of the Companies owns, and, to the Knowledge of Seller does not own Parent, none of the Companies has ever owned, any direct, indirect or beneficial interest in real property. Schedule 4.19(a) sets forth a correct and complete listing, as of the date hereof, of all real estate Leases currently in force and setting forth the address, the name of landlord, the name of the tenant, the rent, the term, the entity in possession of any sublease, the amount of security deposit, if any, whether the real property is used exclusively by the applicable Company or Seller or is shared with other businesses operated by any Seller or any Affiliates of any Seller for each Lease. Sellers have delivered to Buyer true and complete copies of each Lease (as amended or supplemented). Each Lease is legal, valid, binding, in full force and effect, has not been modified or amended, and enforceable in accordance with its respective terms against any Company or their Affiliates party thereto and, to the BusinessKnowledge of Seller Parent, against the other parties thereto.
(b) Part 2.13(b) Each Lease grants the tenant under such Lease the exclusive right to use and occupy the premises and rights demised and intended to be demised thereunder. The tenant in each such Lease has good and valid title to the leasehold estate under such Lease free and clear of any Encumbrances, other than obligations under such Lease and Permitted Encumbrances. Except as set forth in Schedule 4.19(b), the Disclosure Letter sets forth each parcel Companies and Sellers have the right to quiet enjoyment of real all material property leased by any of them for the Seller full term of each such Lease (or any Affiliate renewal option) relating thereto and have full right, power and authority to enter into and to consummate the transactions contemplated by each of the Seller Lease Agreements covering any of the facilities or real property that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and also subject to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor Since January 1, 2008, none of Sellers or any Affiliate Company has given or received any notification that disputes the computation of rents or charges payable pursuant to the Leases and there are no pending unresolved material disputes with any landlord under such Leases. None of the Companies or, to the Knowledge of Seller Parent, any other Person is in default under any Lease, and no event has received occurred or condition exists which, with the giving of notice or the lapse of time or both, would constitute a default on the part of any written notice Company or would entitle the landlord thereunder to terminate the Lease.
(d) Other than as disclosed in Schedule 4.19(d), there are no subtenants occupying any portion of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real PropertyProperties, (ii) existingand except for any Company, pending no other person or threatened condemnation proceedings affecting entity has any right to occupy or possess any portion of the Leased Real Property, Properties. None of Sellers’ or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect any Company’s interest in any material respect the ability to operate of the Leased Real Property as currently operatedProperties has been pledged, assigned, hypothecated, mortgaged, or otherwise subject to any Encumbrance other than Permitted Encumbrances.
(e) No written waiver, indulgence or postponement of the applicable landlord’s obligations under any Lease has been granted by Sellers or any Company. Neither the whole nor No Company is entitled to any portion free rent or similar concession and no rent has been prepaid for more than one month in advance and no Company is entitled to any refund of any Leased Real Property has been materially damaged or destroyed by fire rent or other casualty since April 28sums heretofore paid to any landlord.
(f) No construction, 2010. All improvements on alteration, decoration or other work due to be performed by any Company or any landlord pursuant to any Lease remains to be performed thereunder and all construction allowances to be paid to any Company or any other sums to be paid to outside contractors or other third parties for work performed at any of the Leased Real PropertyProperties has been paid in full.
(g) No Company has vacated or abandoned any of the Leased Real Properties, including all leasehold improvementsor given notice of its intent to do the same. No Company has the right or option to purchase or otherwise acquire any of the Leased Real Properties. No Company has given notice to any landlord indicating that it will or will not exercise any extension or renewal option, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersor any right or option to purchase any of the Leased Real Properties or any portion thereof.
Appears in 2 contracts
Samples: Purchase Agreement (Tower Group, Inc.), Purchase Agreement (OneBeacon Insurance Group, Ltd.)
Real Property. (ai) Seller does not own any Schedule A of the ALSC 2017 Annual Statement lists all real property used in the Business.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “LeasesReal Property”)) owned by ALSC. Seller ALSC owns the Real Property free and clear of any right of any third party to sell, convey or otherwise dispose of the same. Borrower owns no Real Property.
(ii) Schedule A of the ALSC 2017 Annual Statement lists and describes briefly all real property leased or subleased to Borrower or ALSC. Borrower has Made Available delivered or made available to Purchaser a true Lender correct and complete copy copies of each Leasesaid leases and subleases. With respect to each Leasematerial lease and sublease above:
(iA) Except as disclosed on Part 2.13(b)(ithe lease or sublease is legal, valid, binding, enforceable and in full force and effect in all material respects;
(B) of the Disclosure LetterNeither Borrower nor ALSC is, Seller or the Affiliate of Seller and have no Knowledge that is a any other party to the Lease lease or sublease is, in material breach or default, and neither Borrower nor ALSC has not subleasedany Knowledge that any event has occurred which, assigned with notice or otherwise granted lapse of time, would constitute a material breach or default or permit termination, modification or acceleration thereunder;
(C) Neither Borrower nor ALSC has, and neither Borrower nor ALSC has Knowledge that any other party to the lease or sublease has, repudiated any Person material provision thereof;
(D) there are no material disputes, oral agreements or forbearance programs in effect as to the right to use lease or occupy such Leased Real Property sublease;
(E) Neither Borrower nor ALSC has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any portion thereofinterest in the leasehold or subleasehold; and
(iiF) Seller all facilities leased or such Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has subleased thereunder have received any written notice all approvals of (i) Governmental Entities (including material violations of building codes and/or zoning ordinances or other Legal Requirements affecting licenses and permits) required in connection with the Leased Real Propertyoperation thereof and have been operated and maintained in accordance with applicable Laws, rules and regulations in all material respects and (ii) existing, pending any third-parties with private rights to limit or threatened condemnation proceedings affecting regulate the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion use of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Ordersoperation thereof.
Appears in 2 contracts
Samples: Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (Vespoint LLC), Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (Midwest Holding Inc.)
Real Property. (ai) No Seller owns, nor has it previously owned, nor does not own any Seller hold any options or contractual obligations to purchase or acquire any interest in, any real property used (an “Owned Real Property”) other than the Facility. Each Seller has good and valid title to all of its respective Owned Real Property, in the Businesseach case free and clear of all Liens except Permitted Liens.
(bii) Set forth on Part 2.13(b3.8(a)(ii) of the Disclosure Letter sets forth each parcel Memorandum is a list of all leases and subleases of any real property leased by the to which any Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted a party (together with all rightseach, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the a “Leased Real Property”). Each Seller has good and valid title to the leasehold estates in all of its respective Leased Real Property, in each case free and a true and complete list clear of all leases, subleases, licenses, concessions Liens except Permitted Liens.
(iii) Each Owned Real Property and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties Leased Real Property and other agreements with respect thereto each of the Improvements thereon (collectively, the “LeasesSellers Real Property”). Seller has Made Available to Purchaser a true ) is in good operating condition and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) repair, ordinary wear and tear excepted, and is suited for the operation of the Disclosure LetterBusiness as presently conducted and as presently proposed to be conducted. There is no condition or defect of the Sellers Real Property thereon that could materially affect their use or operation in the Business. Sellers enjoy peaceful and undisturbed possession of all Sellers Real Property. Sellers have valid easements and rights of way necessary to conduct the Business as it is currently conducted and proposed to be conducted, and following the consummation of the Closing, such easements and rights of way will remain valid and in full force and effect. No options have been granted by any Seller or the Affiliate of Seller that is a party to the Lease has not subleasedothers to purchase, assigned lease or otherwise granted to acquire any Person the right to use or occupy such Leased interest in any Sellers Real Property or any portion part thereof; and
(ii) Seller or such Affiliate . Sellers have the exclusive right of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased possession of all Sellers Real Property.
(civ) Neither Seller nor any Affiliate To the Knowledge of Company, all aspects of the Sellers Real Property and the present use, occupancy and operation thereof are in compliance, in all material respects, with all Laws and private restrictive covenants of record, and there has not been any proposed change thereto that would affect any of the Sellers Real Property or its use, occupancy or operation. No Seller has received any written notice or oral communications alleging any conflict or dispute relating to any Sellers Real Property or the activities thereon. To the Knowledge of Company, no portion of the Sellers Real Property is subject to any classification, designation or preliminary determination of any Government Authority or pursuant to any Law that would restrict its use, development, occupancy or operation in connection with the Business. Neither Sellers nor any other Person have caused any work or Improvements to be performed upon or made to any of Sellers Real Property for which there remains outstanding any payment obligation that would or might serve as the basis for any Lien in favor of the Person who performed the work.
(iv) material violations All requisite certificates of building codes and/or zoning ordinances or occupancy and other Legal Requirements affecting permits and approvals required to be obtained by any Seller with respect to Sellers Real Property and the Leased Real Propertyuse, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect occupancy and operation thereof have been obtained and paid for and are currently in any material respect the ability effect and allow Sellers to operate the Leased Real Property Business as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements presently conducted and Ordersas presently proposed to be conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aisling Capital II LP), Asset Purchase Agreement (Interpharm Holdings Inc)
Real Property. (a) Seller does not own any real property used in the Business.
(b) Part 2.13(bSection 3.12(a) of the Seller Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list description of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each LeaseOwned Real Property. With respect to each Lease:
the Owned Real Property, (i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Lettera Transferred Subsidiary or Asset Seller has valid, Seller or the Affiliate of Seller that is a party marketable and insurable fee simple title to the Lease Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances and Permitted Title Encumbrances, (ii) the applicable Transferred Subsidiary or Asset Seller has not leased, subleased, assigned licensed or otherwise granted to any Person the right to possess, use or occupy such Leased the Owned Real Property or any portion thereof; and
, (iiiii) Seller there are no outstanding options or such Affiliate rights of first refusal or other agreements granting to any Person any right to purchase or lease the Seller has not pledgedOwned Real Property or any portion thereof or interest therein, mortgaged and (iv) no Transferred Subsidiary or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Asset Seller has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with the Owned Real Property.
(b) Section 3.12(b) of the Seller Disclosure Schedule sets forth a true and complete description, for each parcel of Leased Real Property, the Occupancy Agreement related thereto and the address thereof. An Asset Seller or Transferred Subsidiary, as applicable, has a good and valid leasehold interest in the Leased Real Property. To the Knowledge of Parent and Sellers, (i) material violations an Asset Seller or Transferred Subsidiary, as applicable, has the right to use and occupy the Leased Real Property for the full term of building codes and/or zoning ordinances the Occupancy Agreement relating thereto, and (ii) each such Occupancy Agreement is valid and binding on each party thereto and is in full force and effect and enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. True and complete copies of all Occupancy Agreements for Leased Real Property (including all amendments thereto) have been made available to Buyer prior to the date hereof. No Asset Seller or Transferred Subsidiary has assigned its interest under any such Occupancy Agreement or sublet any part of the Leased Real Property, and none of them has received or delivered written notice of any default with respect to any such Occupancy Agreement and, to the Knowledge of Parent and Sellers, no event has occurred that with notice or the passage of time, or both, would constitute a default thereunder. None of Parent or any Seller has received written notice that any of the buildings, structures, fixtures or other Legal Requirements improvements on the Owned Real Property or Leased Real Property do not conform in all material respects to all applicable Laws and use restrictions. Parent has not, and no Asset Seller or Transferred Subsidiary has, received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Real Property. (a) Seller does The Sold Companies do not own own, lease or sublease any real property used in the Business.
(b) Part 2.13(b) as of the Disclosure Letter sets forth each parcel date of real property leased by this Agreement, other than the Seller or any Affiliate Leased Real Property listed on Section 3.18 of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”)Disclosure Schedule. Seller has Made Available delivered or made available to Purchaser Buyer a true and complete copy of each Leasesuch document related to the Leased Real Property (including all amendments, extensions, renewals, guaranties, consents and other agreements with respect thereto). With respect The Sold Companies do not own any real property or have any contracts, options or rights to each Lease:purchase any real property.
(ib) Except as disclosed set forth on Part 2.13(b)(i) Section 3.18 of the Seller Disclosure LetterSchedule, Seller each Sold Company has good and valid leasehold interests in all Leased Real Property, in each case, free and clear of all Encumbrances, except Permitted Encumbrances or Encumbrances that would not reasonably be expected to be material to the continued use by the Sold Companies or the Affiliate Business of Seller that is a party to the Lease has Leased Real Property. The Sold Companies have not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of thereof and the Seller Acquired Company has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other security interest in any such Leased Real PropertyProperty or any interest therein.
(c) Neither Seller nor any Affiliate Except as set forth on Section 3.18 of the Seller Disclosure Schedule, with respect to the Leased Real Property (i) there is no material pending or, to the Knowledge of Seller, threatened in writing, appropriation, condemnation or like proceeding affecting the Leased Real Property or any part thereof or of any sale or other disposition of the Leased Real Property or any part thereof in lieu of condemnation and (ii) no Sold Company that is party to a Real Estate Lease has received or delivered any written notice of (i) material violations a default thereunder. To the Knowledge of building codes and/or zoning ordinances Seller, no party to any such Real Estate Lease has received notice of breach or other Legal Requirements affecting default under any such Real Estate Lease and no event has occurred or circumstances exist which, with the Leased Real Propertydelivery of notice, (ii) existingthe passage of time or both, pending would constitute such a breach or threatened condemnation proceedings affecting the Leased Real Propertydefault, or (iii) existingpermit the termination, pending modification or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased acceleration of rent under such Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and OrdersEstate Lease.
Appears in 2 contracts
Samples: Stock Purchase Agreement (L 3 Communications Corp), Stock Purchase Agreement (Caci International Inc /De/)
Real Property. (a) Seller does not own None of the Acquired Companies owns or has ever owned any real property used in the Businessproperty.
(b) Part 2.13(b) 3.16 of the Disclosure Letter Schedule sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all Real Property Leases and the legal address for the corresponding Leased Real Property and, under the heading “Lessor Instruments”, a list of all other leases, subleases, licenses, concessions easements and Contracts relating to any of the Leased Real Property pursuant to which an Acquired Company is a lessor, sublessor, licensor, grantor or other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto party through whom the interest thereunder is granted (collectively, the “LeasesLessor Instruments”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:.
(ic) Except as disclosed on Part 2.13(b)(i) pursuant to the Lessor Instruments, none of the Disclosure LetterAcquired Companies has assigned, Seller or the Affiliate of Seller that is a party to the Lease has not subleasedtransferred, assigned conveyed, mortgaged, deeded in trust or otherwise granted encumbered its interest in any Leased Real Property or portion thereof or entered into any sublease, license, option, right, concession or other similar agreement granting to any Person the present or future right to use or occupy such Leased Real Property or any portion thereof; , and
(ii) Seller or such Affiliate of , except pursuant to the Seller has not pledgedLessor Instruments, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of there are no Persons other than the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting Acquired Companies actually occupying the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the . The Leased Real Property as currently operated. Neither is free of Encumbrances (other than Permitted Encumbrances).
(d) The Leased Real Property comprises all of the whole nor any portion real property used in connection with the business of any the Acquired Companies.
(e) None of the Acquired Companies’ possession and quiet enjoyment of the Leased Real Property has been materially damaged disturbed, and there is no injunction, decree, order, writ or destroyed by fire judgment outstanding, or other casualty since April 28any claim, 2010. All improvements on litigation, administrative action or similar proceeding, pending or, to the knowledge of Seller, threatened, relating to the lease, use or occupancy of the Leased Real PropertyProperty or any portion thereof or the operation of the Acquired Companies’ business as currently conducted thereon. To the knowledge of Seller, including all leasehold improvementsnone of the Leased Real Property or any portion thereof or interest therein is affected by or the subject of any pending, that were made after April 28contemplated or threatened condemnation, 2010, are expropriation or other proceeding in compliance with all applicable Legal Requirements and Orderseminent domain.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (United Online Inc)
Real Property. All real property and interests in real property owned in fee by it or any of its Subsidiaries (individually, an “Owned Property”) and all real property and interests in real property leased, subleased, licensed, sublicensed, used or otherwise occupied by it or one of its Subsidiaries and any prime or underlying leases, subleases, licenses, sublicenses or other use or occupancy agreements relating thereto (individually, a “Leased Property”) are set forth or described in the Form 10-K filed by it with the SEC for the year ended December 31, 2018 or otherwise Previously Disclosed, except for any Owned Property or Leased Property that is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole. It or its Subsidiaries, as applicable, has good and valid fee title to all Owned Property and good and valid leasehold title to all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Property” and, collectively, the “Properties”), in each case subject only to (a) Seller does not own any real property used (i) Liens described in the Business.
Form 10-K filed by it with the SEC for the year ended December 31, 2018, (bii) Part 2.13(bLiens that are Previously Disclosed or of record and not material or (iii) inchoate workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of it or any of its Subsidiaries or that individually or in the aggregate, do not impair, and would not reasonably be expected to impair, in each case, in any material respect, the continued use and operation of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily Property to which they relate in the conduct of the Business business of it or its Subsidiaries as currently conducted presently conducted, (together b) leases, subleases and similar agreements Previously Disclosed or for the benefit of it or its Affiliates or that are not material to it and its Subsidiaries taken as a whole or to the operation of the Property to which they relate and that were entered into in the ordinary course of business consistent with all past practice and (c) easements, covenants, rights-of-way and other similar restrictions of record, title if any, that, (i) are for the benefit of it or its Affiliates or (ii) are granted to third parties and, individually or in the aggregate, do not impair, and interest of Seller or such Affiliate would not reasonably be expected to impair, in and to leasehold improvements relating theretoeach case, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectivelyany material respect, the “Leased Real Property”continued use and operation of the Property to which they relate in the conduct of the business of it or its Subsidiaries as presently conducted. Any reciprocal easements, option agreements, rights of first refusal or rights of first offer with respect to any Property at which a casino, hotel or golf project is operated are Previously Disclosed (or with respect to reciprocal easements, are of record), except with respect to any such Property that is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a true whole. To its knowledge, there are no physical conditions or defects at any of the Properties at which casino or hotel operations are conducted that impair or would be reasonably expected to impair the continued operation and complete list conduct of the casino, hotel and related businesses as presently conducted at each such Property. To its knowledge, all leases, subleases, licenses, concessions sublicenses and other use or occupancy agreements (whether written pursuant to which it or oral)its Subsidiaries leases, including all amendmentssubleases, extensions renewalslicenses, guaranties sublicenses, uses or occupies any Leased Property are valid and other agreements with respect thereto (collectivelyin full force and effect, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease has not subleasedhad, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(ii) Seller or such Affiliate of the Seller has and would not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, as applicable. Except as Previously Disclosed, no uncured default of a material nature on the part of it or, if applicable, its Subsidiary or, to its knowledge, the landlord or sublandlord thereunder (as applicable), exists under any material respect the ability lease, sublease, license or sublicense pursuant to operate the Leased Real Property as currently operated. Neither the whole nor which any portion of them uses any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvementsand no event has occurred or circumstance exists which, that were made after April 28with the giving of notice, 2010the passage of time, are in compliance with all applicable Legal Requirements and Ordersor both, would constitute a material breach or default thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (CAESARS ENTERTAINMENT Corp)
Real Property. (a) Seller does not own any real property used in Schedule 3.27(a) sets forth a true, correct, and complete description (including the Business.
(b) Part 2.13(baddress thereof, the applicable owner thereof, and the use thereof) of the Disclosure Letter sets forth each parcel of real property leased all Real Property owned by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted Target Company (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Owned Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
Owned Real Property, (i) Except as disclosed on Part 2.13(b)(ithe Target Company has valid, good and marketable fee simple title to such Owned Real Property, free and clear of all Liens, except for Permitted Liens, (ii) of the Disclosure Letter, Seller or the Affiliate of Seller that is a party to the Lease Target Company has not leased, subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; and
(iiiii) Seller or such Affiliate other than the right of the Seller Acquirer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) the Target Company has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations any, and to the Knowledge of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real PropertyOwners, (ii) there are no existing, pending or threatened condemnation or eminent domain proceedings affecting relating to any portion of the Owned Real Property; and (v) to the Knowledge of the Owners, the Target Company has not breached or violated any local zoning ordinance, and no written notice from any Person has been received by the Target Company or served upon the Target Company claiming any violation of any local zoning ordinance. The Target Company is not a party to any agreement or option to purchase any Real Property or material interest therein. To the extent any are in the possession of or reasonably available to the Target Company, copies of any title insurance policies (together with copies of any documents of record listed as exceptions to the title on such policies) currently insuring each Owned Real Property and copies of the most recent surveys of the same have been made available to the Acquirer.
(b) Schedule 3.27(b) sets forth a true, correct and complete list (including the address thereof, the applicable lessee thereof, and use thereof) of all of the Real Property leased or subleased by the Target Company (the “Leased Real Property”) as well as a list of all leases, subleases, licenses, occupancy agreements or other agreements (including all amendments thereto and guaranties thereof) pursuant to which the Target Company leases or subleases any Real Property (collectively, “Leases”). True and correct copies of all such Leases have been made available to the Acquirer. With respect to each of the Leases: (i) it is a valid, legal and binding obligation of the Target Company generally enforceable in accordance with its terms against the Target Company and, to the Actual Knowledge of the Owners, each other party thereto and is in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) no waiver, indulgence or postponement of the lessees’ obligations thereunder have been granted by the lessors; (iv) there exists no breach or default, or event of default, thereunder by the Target Company or, to the Actual Knowledge of the Owners, by any other party thereto, except for such breaches, defaults or events of default that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (v) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a breach or default, or event of default, by the Target Company thereunder, except for such occurrences, conditions or acts that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (vi) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. There are (x) no written or oral subleases, concessions or other contracts granting to any Person other than the Target Company the right to use or occupy any Leased Real Property and (y) no outstanding options or rights of first refusal to purchase all or a portion of such properties. The Target Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Lease or interest therein; and the estate or interest created by such Lease in favor of the Target Company is free and clear of all Liens. The Target Company has not received any written notice of any, and to the Actual Knowledge of the Owners, there are no existing, pending or threatened zoningcondemnation or eminent domain proceedings relating to any portion of the Leased Real Property. The Target Company has not received any written notice from any Person that any Leased Real Property is in violation of any local zoning ordinance and to the Actual Knowledge of the Owners, building code or other moratorium proceedingsno Leased Real Property violates any local zoning ordinance.
(c) The buildings, or similar matters which could reasonably be expected to adversely affect in any material respect structures, improvements and fixtures located on the ability to operate Owned Real Property and the Leased Real Property as currently operated. Neither (the whole nor any portion of any “Improvements”) and all building systems and equipment related to the business located on the Owned Real Property and the Leased Real Property has been materially damaged are in good operating conditions and repair in all material respects and are adequate and suitable for the purposes for which they are presently being used. There are no material repair or destroyed by fire restoration works likely to be required in connection with any of the Improvements located on the Owned Real Property. There are no material repair or other casualty since April 28, 2010. All improvements restoration works likely to be required in connection with any Improvements located on the Leased Real Property for which the Target Company is liable for or obligated to perform under the applicable Lease. The Target Company is in physical possession and actual and exclusive occupation of the whole of the Owned Real Property and Leased Real Property, including none of which are subleased or assigned to another Person. The Target Company does not owe any brokerage commission with respect to any Real Property.
(d) The Owned Real Property and the Leased Real Property collectively constitute all leasehold improvements, that were made after April 28, 2010, are interests in compliance real property currently used or currently held for use in connection with all applicable Legal Requirements and Ordersthe Business.
Appears in 2 contracts
Samples: Merger Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.)
Real Property. (a) Seller does not own Except for the Office Leases set forth on Schedule 3.28, none of the Company or any real property used of its Subsidiaries owns, or otherwise has an interest in, any Real Property, including under any Real Property lease, sublease, space sharing, license or other occupancy agreement. Each of the Company and its Subsidiaries has good, valid and subsisting title to its respective leasehold estates in the Businessoffices described on Schedule 3.28, free and clear of all Liens. None of the Company or any of its Subsidiaries has breached or violated any local zoning ordinance, and no notice from any Person has been received by the Company or any of its Subsidiaries or served upon the Company or any of its Subsidiaries claiming any violation of any local zoning ordinance.
(b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Office Lease:
: (i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letterit is valid, Seller or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereofbinding and in full force and effect; and
(ii) Seller or such Affiliate all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the lessee has been in peaceable possession since the commencement of the Seller original term thereof; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (v) there exists no default or event of default thereunder by the Company or any of its Subsidiaries or by any other party thereto; (vi) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by the Company or any of its Subsidiaries thereunder; and (vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company holds the leasehold estates on the Office Leases, free and clear of all Liens, except for Liens of mortgagees of the Real Property in which such leasehold estate is located. The Real Property leased by the Company is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the leased Real Properties. The Company is in physical possession and actual and exclusive occupation of the whole of the leased property, none of which is subleased or assigned to another Person. The Office Leases lease all useable square footage of the premise located at the leased Real Property. The Company does not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in owe any Leased brokerage commission with respect to any Real Property.
(c) Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Union Bridge Holdings Ltd.), Stock Purchase Agreement (Iao Kun Group Holding Co LTD)
Real Property. (a) Seller does not own The Leased Real Property and the lease of, or any other interest in, the real property used of the Facilities are all of the real property which is leased or subleased in connection with the Business.
(a) The Sellers or one of their respective Subsidiaries have or has exclusive use and possession of each Leased Real Property.
(b) Part 2.13(bWith respect to each Facility Lease: (i) of the Disclosure Letter sets forth each parcel of real property leased such Facility Lease is in full force and effect and is valid and enforceable in accordance with its terms; (ii) there is no material default under any Facility Lease or any agreements related to use or occupancy rights granted to third-party owners, tenants or licensees either by the Seller or any Affiliate of the Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or the Affiliate of Seller Subsidiary that is a party thereto or, to the Knowledge of the Selling Parties, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by any Seller or the Seller’s Subsidiary thereunder or permit the termination, modification or acceleration of rent under such Facility Lease; (iii) the applicable Seller’s possession and quiet enjoyment of the Leased Real Property under each such Facility Lease has not been disturbed, and to the Knowledge of the Selling Parties, there are no disputes with respect to such Facility Lease; (iv) the Sellers and their Affiliates do not, and will not in the future, owe any brokerage commissions or finder’s fees with respect to any such Facility Lease; and (v) the Sellers have not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and.
(iic) Seller or such Affiliate There are no pending or, to the Knowledge of the Selling Parties, threatened condemnation or eminent domain proceedings that affect any Leased Real Property, and no Seller has not pledged, mortgaged received any written notice of the intention of any Governmental Authority or otherwise granted an Encumbrance on its leasehold interest in other Person to take any Leased Real Property.
(cd) Neither Seller nor any Affiliate To the Knowledge of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances Selling Parties, no security deposit or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected portion thereof deposited with respect to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged applied in respect of a breach or destroyed by fire or other casualty since April 28, 2010. All default under such Facility Lease which has not been redeposited in full.
(e) The Sellers’ improvements on to the Leased Real PropertyProperty are, including all leasehold improvements, that were made after April 28, 2010, are and no Seller has taken any action to cause any other part of the Leased Real Property not to be in compliance with all applicable Legal Requirements Environmental Laws, building, zoning, subdivision, health and Orderssafety and other land use Laws, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Real Property and the current use or occupancy of the Leased Real Property or operation of the Business thereon does not violate any such Law. No Selling Party has received any notice of violation of any such Law and, to the Knowledge of the Selling Parties, there is no basis for the issuance of any such notice or the taking of any action for such violation.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (BioScrip, Inc.)
