Common use of Real Property Clause in Contracts

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Properties.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (OMNICELL, Inc)

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Real Property. The Acquired Companies do not own Neither the Company nor any real property or Subsidiary owns any interest in real property, except for nor has the leasehold interests created under the Company or any Subsidiary ever owned any real property leases identified in Part 2.10(b)(i) property. Section 2.11 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary (collectively, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Section 2.11 of the Disclosure Schedule identifies sets forth a list of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property (collectively, the “Lease Agreements”). The Company and the Subsidiaries currently occupy all of the Leased PropertiesReal Property for the operation of its business. None of the Acquired Companies is a party toThere are no other parties occupying, or under with a right to occupy, the Leased Real Property. Neither the Company nor any agreement to become a party to, any lease Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company and each Subsidiary has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property other than the leases disclosed that are no longer in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good effect and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With has no continuing liability with respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to terminated agreements. To the Knowledge of the Acquired CompaniesCompany, all the Leased Real Property is in good operating condition and repair, free from any material structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the covenants to be performed by any other party under such lease have been fully performedCompany’s business as currently conducted. Each Neither the operation of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one Company or more of the Acquired Companies have adequate rights of ingress and egress into each of any Subsidiary on the Leased PropertiesReal Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such Leased Real Property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)

Real Property. The Acquired Companies do not own Schedule 5.8 contains an accurate legal description, street address and tax parcel identification number of the Real Property. Seller is the sole owner of the Real Property and holds the Real Property in fee simple or its equivalent under local Law, free and clear of all exceptions, variances, limitations or title defects of any real property or any interest in real propertynature whatsoever, except for the leasehold interests created under Permitted Encumbrances. There are no leases affecting the real property leases identified Real Property. Except as set forth on Schedule 5.8, other than the Real Property, Seller has no right, title or interest (ownership or leasehold) in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Use of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects Real Property for the various purposes for which it is presently being used is permitted as of right under all applicable zoning legal requirements and one is not subject to “permitted nonconforming” use or more structure classifications. All improvements are in compliance in all material respects with all applicable legal requirements, including those pertaining to zoning, building and the disabled, and, to the Knowledge of Seller, are in a state of repair and condition adequate to conduct the Business, and are free from latent and patent defects that would impair the operation of the Acquired Companies have adequate rights Business. No part of ingress any improvement located on the Real Property encroaches on any real property not included in the Real Property, and egress into each there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property which encroach on any part of the Leased PropertiesReal Property. The Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting and comprising a part of the Real Property, is supplied with public or quasi-public utilities and other services which have been historically adequate for the operation of the facilities locate thereon and is not located within any flood plain or area subject to wetlands regulation or any similar restriction. To the Knowledge of Seller, there is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain proceeding that would result in the taking of all or any part of the Real Property or that would prevent or hinder the continued use of the Real Property as heretofore used in the conduct of the Business. None of the Real Property constitutes tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Speedway TBA, Inc.), Asset Purchase Agreement (Speedway Motorsports Inc)

Real Property. The Acquired Companies Subsidiaries do not currently own any real property. Schedule 2.13 contains a complete and accurate list of each lease, sublease, license and other written occupancy agreement pursuant to which the Subsidiaries hold or have been granted the right to use or occupy, now or in the future, any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule portion thereof (collectively, the “Leased PropertiesReal Property”), including any and all modifications, amendments, renewals, extensions and supplements thereto and any assignments thereof (collectively, the “Real Estate Leases”). No Person has any written Neither Seller nor the Subsidiaries have entered into a lease, sublease, license or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies other occupancy agreement of any real property. Part 2.10(b)(i) of kind, whether oral or written, pursuant to which Seller or the Disclosure Schedule identifies all Subsidiaries have granted to a third party a right to use or occupy any portion of the Leased PropertiesReal Property. None All of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is Real Estate Leases are in full force and effect without amendmentin accordance with their respective terms, except as disclosed and neither the Subsidiary party, nor, to Seller’s Knowledge, any other party thereto, is in Part 2.10(b)(ii) breach, violation or default thereunder in any material respect. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the Disclosure ScheduleAesthetics Business as presently conducted. With Neither the operation of the Seller nor any of its Subsidiaries on the Leased Real Property nor such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or other Applicable Law relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. There are no Applicable Laws now in existence or, to the Knowledge of Seller, under active consideration by any Governmental Authority which could require the tenant of any Leased Real Property to make any expenditure in excess of $25,000 to modify or improve such Leased Real Property to bring it into compliance therewith. Neither the Seller (with respect to each lease the Aesthetics Business) nor any Subsidiary shall be required to expend more than $25,000 in respect the aggregate under all Real Estate Leases to restore the Leased Real Property at the end of the term of the applicable Real Estate Lease to the condition required under the Real Estate Lease (assuming the conditions existing in such Leased Properties: (i) all rents and additional rents due and payable Real Property as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement hereof and as of the lesseeClosing). To Seller’s Knowledge, the Subsidiaries have not in the past been the tenant or guarantor of any leasehold premises not listed in Schedule 2.13 in respect of which any obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) liabilities could still accrue to the Knowledge either of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesSubsidiaries.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Iridex Corp), Asset Purchase Agreement (American Medical Systems Holdings Inc)

Real Property. The Acquired Companies do not own any Section 3.10(a)(i) of the Seller Disclosure Schedules identifies all of the real property or any interest in underlying the Rolling Mill and associated with the Rolling Mill Business (the “Rolling Mill Real Property”), and Section 3.10(a)(ii) of the Seller Disclosure Schedules identifies all real property underlying the Smelter and the Power Plant and the business and operations thereof (such real property, except for the leasehold interests created under “Smelter and Power Plant Real Property” and together with the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (Rolling Mill Real Property, collectively, the “Leased PropertiesReal Property”), in each case owned by the Company or any Affiliate thereof, and each sets forth the and acreage of each parcel of the Real Property. No Except as set forth in Section 3.10(a)(iii) of the Seller Disclosure Schedules, the Company has good, valid and indefeasible title to, the Rolling Mill Real Property free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth in Section 3.10(a)(iv) of the Seller Disclosure Schedules, neither the Company nor any Affiliate thereof has (i) offered or agreed to sell or grant a leasehold, license or other interest in all or any portion of the Rolling Mill Real Property to any Person, nor granted to any Person a right or option to purchase, right of first refusal or right of first offer to acquire such Rolling Mill Real Property or such interest therein or (ii) has any written or oral agreement, option, understanding or commitmentleased, or granted any right other possessory or privilege capable occupancy interest in, the Rolling Mill Real Property to any Person, and no Persons other than the Company and its Affiliates are in possession of becoming such for the purchase or sale from or to any of the Acquired Companies Rolling Mill Real Property. There are no material unrecorded restrictions, covenants or other agreements restricting the development, use or occupancy of any real property. Part 2.10(b)(i) portion of the Disclosure Schedule identifies all of Rolling Mill Real Property which have not been provided to Buyer on or prior to the Leased Propertiesdate hereof. None of the Acquired Companies is a party to, There are no pending or under any agreement to become a party to, any lease with respect to filed Actions or proceedings regarding real property other than Tax assessments against the leases disclosed in Part 2.10(b)(i) of Rolling Mill Real Property, nor has Seller, the Disclosure Schedule. Each such lease Company or any Rolling Mill Affiliate (in respect of the Leased Properties is in good standing in all material respectsRolling Mill Business) retained any Person to represent Seller, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease Company and/or any Rolling Mill Affiliate (in respect of the Leased Properties: (iRolling Mill Business) all rents and additional rents due and payable as in connection with any such Actions or proceedings or the filing thereof. Prior to the date hereof, copies of the date most recent deeds, surveys and title reports pertaining to the Rolling Mill Real Property in the reasonable possession or control of this Agreement the Company or the Seller or their respective Affiliates, have been paidmade available to Buyer, (ii) no waiverwhich copies, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesSeller, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate are true, complete and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiescorrect.

Appears in 2 contracts

Samples: Purchase Agreement (Alcoa Corp), Purchase Agreement (Kaiser Aluminum Corp)

Real Property. The Acquired Companies do not own Schedule 2.1(b) sets forth a list and --------------- description of all Owned Real Property and Leased Real Property, and is true, complete and accurate in all respects. Seller is holding, or shall hold at Closing, title in fee simple to the Owned Real Property, and the leasehold interests to all Leased Real Property, including Real Property hereafter acquired, in each case free and clear of any real property or any interest in real propertyLiens, except for Permitted Liens. At the Closing, Seller shall have and shall transfer to Buyer (i) good and marketable fee simple title to all its Owned Real Property and (ii) its leasehold interests created under in and to all Leased Real Property, free and clear of any and all Liens (except for Permitted Liens). There are not pending or, to the real property leases identified best of Seller's knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in Part 2.10(b)(i) the zoning with respect to such Real Property or any part thereof and Seller has not received any notice of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has desire of any written public authority or oral agreement, option, understanding other entity to take or commitment, use any Real Property or any right or privilege capable of becoming such for the purchase or sale from or to part thereof. To Seller's knowledge, there is no material defect in any of the Acquired Companies structures on the Real Property which would interfere with the current use of any real propertysuch structures or Buyer's ability to utilize such structures in substantially the same manner in which they are currently used by Seller. Part 2.10(b)(i) Each parcel of Real Property has access to all public roads, utilities, and other services necessary for the operation of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease relevant System with respect to such parcel and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property other than owned by third parties which individually or in the leases disclosed in Part 2.10(b)(i) aggregate does not and will not have a material adverse effect on any of the Disclosure Schedule. Each such lease in respect Assets, the operation of any System or the financial condition or business of any System, Seller has complied with or otherwise resolved to the satisfaction of the relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. All leases and subleases pursuant to which any of the Real Property is occupied or used are set forth on Schedule 2.1(b) and such leases and subleases are valid, --------------- subsisting, binding and enforceable in accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. Seller has not nor, to the best of Seller's knowledge, has any other party to any contract, lease or sublease relating to any Leased Properties is in good standing in all material respectsReal Property given or received notice of termination, creates a good and valid leasehold estate in and, to the Leased Properties thereby demised andbest of Seller's knowledge, subject to the Enforceability Exceptionsreceipt of any Required Consents, the consummation of the transactions contemplated by this Agreement will not result in any such termination. Subject to the receipt of Required Consents, Seller is not nor will it be, as a result of the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both, in breach of any provision of any contract, lease or sublease relating to any Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of any Real Property are valid and in full force and effect without amendmenteffect, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With and Seller has not received any notice with respect to each lease in respect the termination or breach of the Leased Properties: (i) all rents and additional rents due and payable as any of the date of this Agreement have been paidsuch easements, (ii) no waiver, indulgence rights-of-way or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiessimilar rights.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom LLC)

Real Property. Except for Permitted Encumbrances, the Company and its Subsidiaries have good and marketable title interests to all real property owned by them (“Owned Real Property”) or used in the conduct of their respective businesses as currently conducted (“Leased Real Property”) or reflected in the Interim Financial Statement, free and clear of all Encumbrances. The Acquired Companies do buildings and other structures located on the Owned Real Property are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities. Except as set forth in the Company Disclosure Schedule, there are no persons in possession of, or having a right to possession of, any part of the Owned Real Property other than the Company or its Subsidiary, as the case may be; and the Company is not own a party to any real contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The owners of fee simple title to the Owned Real Property are set forth in the Company Disclosure Schedule. Neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affects the Owned Real Property, and no such special Taxes, levies or assessments are in existence, pending or, to the Knowledge of the Company, contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any portion thereof, that would materially adversely impair the use, occupancy or operation of the Owned Real Property. No materials have been furnished to the Owned Real Property or any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic’s, materialman’s or other Liens against such property or any interest in real propertyportion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the Owned Real Property, except and no buildings, structures or other improvements or appurtenances thereto owned by others encroach onto or under the Owned Real Property. The Owned Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened, termination of such access. The Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or similar agreements to which the Company or any Subsidiary is a party, which are for the leasehold interests created use or occupancy of real estate owned by a third party and are used in the operation of the business of the Company or Subsidiary (the “Real Property Leases”) (accurate copies of which have previously been furnished to Purchaser), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the real Real Property Leases; (ii) the street address or legal description of each property leases identified in Part 2.10(b)(icovered thereby; and (iii) a brief description (including approximate size and function) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Scheduleprincipal improvements and buildings thereon. Each such lease in respect of the Leased Properties Real Property Lease is in good standing in all material respectslegal, creates a good valid, binding, enforceable and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendmentagainst the Company or its Subsidiary, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedulecase may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and equitable principles. With respect to each lease in respect parcel of the Leased PropertiesReal Property: (i) all rents improvements, buildings and additional rents due systems on any such parcel are in operational condition, consistent with the age and payable as prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the date of this Agreement have been paid, business as currently conducted at such facilities; (ii) no waiverneither the Company nor any Subsidiary has received any notice of any special Tax, indulgence levy or postponement of the lessee’s obligations has been granted by the lessorassessment for benefits or betterments that affect any such parcel and, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, all no such special Taxes, levies or assessments are pending or contemplated; and (iii) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the covenants to be performed by any other party under Company, threatened termination of such lease have been fully performedaccess. Each None of the Leased Properties is adequate and suitable in all material respects for Permitted Encumbrances substantially interferes with the purposes for which it is presently being used and one or more conduct of the Acquired Companies have adequate rights of ingress and egress into each of business as currently conducted by the Leased PropertiesCompany or any Subsidiary.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Actuant Corp), Stock Purchase Agreement (Actuant Corp)

Real Property. The Acquired Companies do not own any real Real Property listed on SECTION 1.1(a) of the Seller Disclosure Schedule and Real Property Leases listed on SECTION 1.1(b) of the Seller Disclosure Schedule are the only property or any interest of similar type used by Seller in real propertythe Business. Seller owns the Real Property in fee subject to no Liens, except for the leasehold interests created under the real property leases identified those set forth in Part 2.10(b)(i) SECTION 3.24 of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Seller Disclosure Schedule. Each such lease Seller's interest in respect the Real Property Leases is subject to no Liens, except for those set forth in SECTION 3.24 of the Leased Properties is in good standing in all material respectsSeller Disclosure Schedule. True and correct copies of the Real Property Leases have been delivered or made available to Buyer by Seller. Subject to the terms of the respective Real Property Leases, creates Seller has a good valid and valid subsisting leasehold estate in and the Leased Properties thereby demised and, subject right to quiet enjoyment to the Enforceability Exceptions, is property subject thereto for the full term of the respective Real Property Lease. The Real Property Leases are in full force and effect without amendmentand are enforceable in accordance with their respective terms, except as disclosed such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar Laws, now or hereafter in Part 2.10(b)(ii) effect, affecting the enforcement of the Disclosure Schedulecreditors' rights generally. With respect to each lease in respect Seller has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease. Seller has not sublet all or any portion of the any Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations Real Property. Seller has been granted by the lessor, (iii) there exists no event not received any written notice of default under such leaseany Real Property Lease, and to Seller's knowledge there is no material default by any tenant or landlord under any Real Property Lease, and no event has occurred or failed to occur which, with the giving of notice or the passage of time, or eventboth, occurrence, condition or act which would become an event of constitute a material default under such leaseany Real Property Lease. No portion of any parcel of Real Property or real property subject to a Real Property Lease is located in an area designated as a flood zone by any governmental entity, and (iv) except to the Knowledge extent such property is adequately insured by a policy of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performedflood insurance. Each of the Leased Properties is The Facilities are adequate and suitable in all material respects for the purposes for which it is presently being used and one or more conduct of the Acquired Companies have adequate rights of ingress Business and egress into each of the Leased Propertiesare in good working order and condition, ordinary wear and tear excepted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Spinnaker Industries Inc), Asset Purchase Agreement (Intertape Polymer Group Inc)

Real Property. The Acquired Companies do not own any Schedule 4.16 discloses and summarizes all real property properties currently owned, occupied, used or any leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real propertyproperties, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of the Disclosure Schedule (every nature, collectively, the “Leased Properties”)"REAL PROPERTY") and identifies the record title holder of all Real Property. No Person Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written or oral agreement, option, understanding or commitment, notice of assessments for public improvements against any Real Property or any right written notice or privilege capable Order by any Governmental Body, insurance company or board of becoming such for the purchase fire underwriters or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: body exercising similar functions that (i) all rents and additional rents due and payable as relates to violations of the date of this Agreement have been paidzoning, land use, building, safety or fire ordinances or regulations, (ii) no waiver, indulgence claims any defect or postponement of the lessee’s obligations has been granted by the lessor, deficiency with respect to any Real Property or (iii) there requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no event outstanding option, right of default under such leasefirst refusal or other contractual right to purchase, sell, assign or event, occurrence, condition or act which would become an event dispose of default under such lease, any owned Real Property. Seller has all certificates of occupancy and (iv) to the Knowledge Governmental Authorizations necessary for current and continued use and operation of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesReal Property.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Allegheny Technologies Inc), Asset Purchase Agreement (Allegheny Technologies Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(iSection 3.2(r)(i) of the Fxxxxx Disclosure Schedule lists all material real property owned in fee by Fxxxxx or any of its Subsidiaries (collectively, the “Fxxxxx Owned Real Property”) or leased by Fxxxxx or any of its Subsidiaries as lessee (the “Fxxxxx Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, Fxxxxx or any right of its Subsidiaries owns good and valid title to the Fxxxxx Owned Real Property and has valid and enforceable leasehold interests under the leases with respect to the Fxxxxx Leased Real Property, free and clear of all Liens other than (i) Permitted Liens and (ii) easements, covenants, rights-of-way and other encumbrances or privilege capable of becoming such for restrictions, whether recorded or referred to in an applicable lease or unrecorded, which do not materially impair the purchase or sale from or to any continued use of the Acquired Companies property subject thereto as currently used, but in no event, with respect to clauses (i) and (ii), environmental or Tax Liens, judgments, lis pendens or any Lien that would render the title to the Fxxxxx Owned Real Property uninsurable by a reputable title insurance company. All of the improvements located on any Fxxxxx Owned Real Property or Fxxxxx Leased Real Property are in good condition and repair (subject to normal wear and tear) without any structural defects of any real propertykind. Part 2.10(b)(iExcept as set forth in Section 3.2(r)(i) of the Fxxxxx Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party toSchedule, or under any agreement to become a party to, any each material lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Fxxxxx Leased Properties Real Property is in good standing in all material respectsvalid, creates a good unmodified and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendmenteffect, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With and there are no material subleases with respect to each the Fxxxxx Leased Real Property. Neither any landlord nor Fxxxxx nor any of its Subsidiaries party to any material lease with respect to the Fxxxxx Leased Real Property is in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence monetary or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of other material default under any such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Properties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Apogent Technologies Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for Neither the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to Company nor any of the Acquired Companies of its Subsidiaries own any real property. Part 2.10(b)(iSchedule 3(z) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the Disclosure Schedule foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Leased Properties. None Real Property and specifies which of the Acquired Companies Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(z) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party to, or under any agreement to become a party to, any lease otherwise bound or affected with respect to real property other than the leases disclosed in Part 2.10(b)(iReal Property, except easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(z) (the “Real Property Leases”). All of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good Real Property Leases are valid and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendmentand are enforceable against all parties thereto. Neither the Company nor any of its Subsidiaries nor, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany’s Knowledge, all of the covenants to be performed by any other party thereto is in default in any material respect under any of such lease have been fully performedReal Property Leases and no event has occurred which with the giving of notice or the passage of time or both could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. Each No Real Property Lease is subject to termination, modification or acceleration as a result of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiestransactions contemplated hereby.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Kaching Kaching, Inc.), Securities Purchase Agreement (Duke Mining Company, Inc.)

Real Property. The Acquired Companies do not own Neither Emmis, with respect to the Mediaco Business, nor Mediaco, owns any real property or any interest in real property, except for . Schedule Section 5.10(a) sets forth an accurate and complete list of (A) the leasehold interests created under address (or other identifying description) and (B) the identity of the lessor and lessee of each parcel of real property leases identified in Part 2.10(b)(i) of leased by Mediaco following the Disclosure Schedule Distribution (collectively, the “Mediaco Leased PropertiesReal Property”). No Person True, correct and complete copies of the Real Estate Leases and all amendments, modifications, supplements, extensions and memoranda thereof, have been delivered by Emmis to Purchaser. All buildings, structures and improvements located on such Mediaco Leased Real Property are in good condition and repair, ordinary wear and tear excepted, except if the failure to meet such standards would not materially and adversely impair the use of any such real property as currently used by the Mediaco Business. At Closing, upon the receipt of any required consents, Mediaco will have a good and valid and binding leasehold interest in each parcel of Mediaco Leased Real Property, free and clear of any material Encumbrances other than Permitted Encumbrances. Except for the Real Estate Leases, neither Emmis, with respect to the Mediaco Business, nor Mediaco, is a party to any Lease for real property. Except as set forth on Schedule Section 5.10(a), neither Emmis, with respect to the Mediaco Business, nor Mediaco has subleased, licensed or otherwise granted to a third party any written material right to possess, use or oral agreement, option, understanding occupy all or commitmentany portion of the Mediaco Leased Real Property. Mediaco is not in default under, or in breach of, any right of the Real Estate Leases or privilege capable of becoming such for the purchase or sale from or Permitted Encumbrances, and to Emmis’ Knowledge, no other party to any of the Acquired Companies of Real Estate Leases or Permitted Encumbrances is in default under, or in breach of, any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased PropertiesReal Estate Leases or Permitted Encumbrances. None of the Acquired Companies No condemnation proceeding is a party to, or under any agreement to become a party to, any lease pending with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Mediaco Leased Properties is in good standing in all material respectsReal Property and to Emmis’ Knowledge, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With no condemnation proceeding has been threatened with respect to each lease in respect of the any Mediaco Leased Properties: Real Property. Neither Emmis nor, to Emmis’ Knowledge, any other party to any Real Estate Lease has exercised any option or right to (i) all rents and additional rents due and payable as of the date of this Agreement have been paidterminate such Real Estate Lease, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessorlease additional premises, (iii) there exists no event of default under reduce or relocate the premises demised by such lease, Real Estate Lease or event, occurrence, condition or act which would become an event of default under such lease, and (iv) purchase any real property pursuant to the Knowledge of the Acquired Companies, any Real Estate Lease. The Mediaco Leased Real Property constitutes all of the covenants real property that is necessary to be performed by any conduct and operate the Mediaco Business as currently conducted and operated and there are no other party under such lease have been fully performedLeases needed for the Mediaco Business as currently conducted and operated. Each of the The Mediaco Leased Properties Real Property is adequate and suitable in compliance in all material respects for the purposes for with all applicable Laws and to Emmis’ Knowledge there are no pending or contemplated, zoning changes, variances, or special zoning exceptions, conditions or agreements affecting or which it is presently being used and one or more would reasonably be expected to affect any portion of the Acquired Companies have adequate rights of ingress and egress into each of the Mediaco Leased PropertiesReal Property.

Appears in 2 contracts

Samples: Contribution and Distribution Agreement (Mediaco Holding Inc.), Contribution and Distribution Agreement (Mediaco Holding Inc.)

Real Property. The Acquired Companies do not own any Other than the leased or occupied real property or any interest listed in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Section 3.14 of the Disclosure Schedule (collectively, the “Leased PropertiesReal Property,” and each Contract under which any Leased Real Property is leased or occupied by any Seller is a “Real Property Lease”), no Seller owns any right, title or interest in any real property that is used in any manner in connection with the Outlet Business or that will become an Acquired Asset. No Person has any written or oral agreementSellers, optionconsidered collectively, understanding or commitmenthave a valid leasehold interest in each Leased Real Property, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies free and clear of any real propertyEncumbrance other than any Permitted Encumbrance. Part 2.10(b)(i) of the Disclosure Schedule identifies all There are no parties in possession of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property Real Property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Scheduleapplicable Seller. Each such lease in respect of the No Leased Properties is in good standing Real Property has suffered any material damage by fire or other casualty that has not been repaired and restored in all material respects. As of the date hereof, creates no party to any Real Property Lease has exercised any termination right with respect thereto. All rent and other sums and charges payable by the applicable Seller as tenant thereunder are current. No Seller has received written notice from any insurance company that such insurance company will require any alteration to any Leased Real Property for continuance of a good and valid leasehold policy insuring such property (other than any notice of alteration that has been completed), to the extent that such alteration is the responsibility of the applicable Seller. No Seller is contesting any operating cost, real estate Tax or assessment or other charge payable by such Seller under any Real Property Lease. No Seller has exercised any (if any) option under any Real Property Lease to purchase the real property subject to such Real Property Lease. There are no material capital expenditures, to any Sellers’ Knowledge, required to be made by Buyer in connection with the Leased Properties thereby demised andReal Property in order to comply with any Real Property Lease or Applicable Laws or any insurance requirements of any Seller or any landlord under any Real Property Lease. All buildings, structures, facilities, and other improvements (collectively, “Improvements”) are in good operating condition and repair, subject to normal wear and maintenance given their relative ages. To any Seller’s Knowledge, all Permits that are required or appropriate to use or occupy the Enforceability Exceptions, is Leased Real Property as currently conducted thereon have been issued and are in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertieseffect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (PreVu, INC), Asset Purchase Agreement (G Iii Apparel Group LTD /De/)

Real Property. The Acquired Companies do not own Schedule 2.1(b) sets forth a list and -------------- description of all Leased Real Property, and is true, complete and accurate in all respects. There is no Owned Real Property owned or used by Seller in connection with the Business. Seller is holding, or shall hold at Closing, the leasehold interests to all Leased Real Property, including any real property or Leased Real Property hereafter acquired, in each case free and clear of any interest in real propertyLiens, except for Permitted Liens. At the Closing, Seller shall have and shall transfer to Buyer its leasehold interests created under in and to all Leased Real Property, free and clear of any and all Liens (except for Permitted Liens). There are not pending or, to the real property leases identified best of Seller's knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in Part 2.10(b)(i) the zoning with respect to such Real Property or any part thereof and Seller has not received any notice of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has desire of any written public authority or oral agreement, option, understanding other entity to take or commitment, use any Real Property or any right or privilege capable of becoming such for the purchase or sale from or to part thereof. To Seller's knowledge, there is no material defect in any of the Acquired Companies structures on the Real Property which would interfere with the current use of any real propertysuch structures or Buyer's ability to utilize such structures in substantially the same manner in which they are currently used by Seller. Part 2.10(b)(i) Each parcel of Real Property has access to all public roads, utilities, and other services necessary for the operation of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease relevant System with respect to such parcel and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property other than owned by third parties which individually or in the leases disclosed in Part 2.10(b)(i) aggregate does not and will not have a material adverse effect on any of the Disclosure Schedule. Each such lease in respect Assets, the operation of any System or the financial condition or business of any System, Seller has complied with or otherwise resolved to the satisfaction of the relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. All leases and subleases pursuant to which any of the Real Property is occupied or used are set forth on Schedule 2.1(b) and such leases and subleases are valid, subsisting, -------------- binding and enforceable in accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. Seller has not nor, to the best of Seller's knowledge, has any other party to any contract, lease or sublease relating to any Leased Properties is in good standing in all material respectsReal Property given or received notice of termination, creates a good and valid leasehold estate in and, to the Leased Properties thereby demised andbest of Seller's knowledge, subject to the Enforceability Exceptionsreceipt of any Required Consents, the consummation of the transactions contemplated by this Agreement will not result in any such termination. Subject to the receipt of Required Consents, Seller is not nor will it be, as a result of the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both, in breach of any provision of any contract, lease or sublease relating to any Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of any Real Property are valid and in full force and effect without amendmenteffect, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With and Seller has not received any notice with respect to each lease in respect the termination or breach of the Leased Properties: (i) all rents and additional rents due and payable as any of the date of this Agreement have been paidsuch easements, (ii) no waiver, indulgence rights-of-way or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiessimilar rights.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom LLC)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) SECTION 4.22 of the Disclosure Schedule lists those parcels of real property used, occupied or operated by the Company (collectivelythe "REAL PROPERTY") and all leases, including capitalized leases, for real property used by the “Leased Properties”Company (the "REAL PROPERTY LEASES"). No Person has any written or oral agreementThe Real Property and Real Property Leases are the only property of similar type used by the Company. The Company owns the Real Property in fee subject to no Liens, option, understanding or commitment, or any right or privilege capable of becoming such except for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed those set forth in Part 2.10(b)(i) SECTION 4.22 of the Disclosure Schedule. Each such lease The Company's interest in respect the Real Property Leases is subject to no Liens, except for those set forth in SECTION 4.22 of the Leased Properties is in good standing in all material respectsDisclosure Schedule. True and correct copies of the Real Property Leases have been delivered or made available to Buyer by the Company. Subject to the terms of the respective Real Property Leases, creates the Company has a good valid and valid subsisting leasehold estate in and the Leased Properties thereby demised and, subject right to quiet enjoyment to the Enforceability Exceptions, is property subject thereto for the full term of the respective Real Property Lease. The Real Property Leases are in full force and effect without amendmentadequate and suitable for the conduct of the business of the Company and are enforceable in accordance with their respective terms, except as disclosed such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar Laws, now or hereafter in Part 2.10(b)(ii) effect, affecting the enforcement of the Disclosure Schedulecreditors' rights generally. With respect to each lease in respect The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease. The Company has not sublet all or any portion of the any Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations Real Property. The Company has been granted by the lessor, (iii) there exists no event not received any written notice of default under such leaseany Real Property Lease, and to the Company's knowledge there is no material default by any tenant or landlord under any Real Property Lease, and no event has occurred or failed to occur which, with the giving of notice or the passage of time, or eventboth, occurrence, condition or act which would become an event of constitute a material default under such leaseany Real Property Lease. No portion of any parcel of Real Property or real property subject to a Real Property Lease is located in an area designated as a flood zone by any governmental entity, and (iv) except to the Knowledge extent such property is adequately insured by a policy of flood insurance. The buildings, structures, facilities, fixtures and other improvements located on the Acquired Companies, all of Real Property and the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is Real Property are adequate and suitable in all material respects for the purposes for which it is presently being used and one or more conduct of the Acquired Companies have adequate rights of ingress and egress into each business of the Leased PropertiesCompany and are in good working order and condition, ordinary wear and tear excepted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Spinnaker Industries Inc), Stock Purchase Agreement (Intertape Polymer Group Inc)

Real Property. The Acquired Companies do not own No Group Company owns any real property or any interest in real property, except for the leasehold interests created under the nor has any Group Company ever owned any real property leases identified in Part 2.10(b)(i) property. Section 2.11 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from any Group Company or otherwise used or occupied by the Group Companies (collectively, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Section 2.11 of the Disclosure Schedule identifies sets forth a list of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right, the aggregate annual rental payable thereunder, the amount of any deposit or other security or guarantee granted in connection with any such lease, license, sublease or other occupancy right, and all amendments, terminations and modifications thereof (collectively, the “Lease Agreements”). The Group Companies currently occupy all of the Leased PropertiesReal Property for the operation of their business. None of the Acquired Companies is a party toThere are no other parties occupying, or under any agreement with a right to become a party tooccupy, any lease the Leased Real Property. The Group Companies do not owe brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Group Company have performed all of their respective obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property other than the leases disclosed that are no longer in Part 2.10(b)(i) of the Disclosure Scheduleeffect and has no continuing liability with respect to such terminated agreements. Each such lease in respect of the The Leased Properties Real Property is in good standing operating condition and repair, free from structural, physical and mechanical defects, is maintained in all material respectsa manner consistent with standards generally followed with respect to similar properties, creates a good and valid leasehold estate in is structurally sufficient and otherwise suitable for the conduct of the Group Companies’ business. There has been no rent deferred under any Lease Agreement due to the COVID-19 pandemic or otherwise that is currently unpaid or outstanding. Neither the operation of the Group Companies on the Leased Properties thereby demised andReal Property nor, subject to the Enforceability ExceptionsCompany’s Knowledge, is such Leased Real Property, including the improvements thereon, violate in full force and effect without amendmentany material respect any applicable building code, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect zoning requirement or statute relating to each lease in respect of the such Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence Real Property or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leaseoperations thereon, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties non-violation is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesnot dependent on so-called non-conforming use exceptions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.)

Real Property. The Acquired Companies (a) Except as set forth on Section 3.9(a) of the Disclosure Schedule, the Sellers do not own nor have ever owned, directly or indirectly, any real property or any interest in real property, except for connection with the leasehold interests created under the real property leases identified in Part 2.10(b)(iBusiness. Set forth on Section 3.9(a) of the Disclosure Schedule is the common address and legal description of each parcel of real property used in the Business and owned in fee simple by the Sellers in all jurisdictions (collectively, the “Leased PropertiesOwned Real Property”), together with the identity of the fee simple owner. No Person has (b) With respect to the Owned Real Property: (i) the Sellers own valid and existing fee simple title to the Owned Real Property, free and clear of all Liens, other than Permitted Liens, and subject thereto, enjoys quiet and undisturbed possession thereunder; (ii) there are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of occupancy of any portion of the Owned Real Property, and, other than Permitted Liens, there are no there are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use of any portion of the Xxxxxx Facility; and (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, any portion thereof or interest therein. (c) The Owned Real Property constitutes all of the real property currently used or currently held for use in the conduct of the Business. (d) The Sellers have not received any written notice of any threatened or oral agreement, option, understanding pending condemnation or commitment, threatened or any right or privilege capable pending taking of becoming such for the purchase or sale from or to any of the Acquired Companies Owned Real Property. The Sellers are not in violation in any material respect of any real property. Part 2.10(b)(i) zoning, building or safety ordinance, regulation or requirement or other Legal Requirement applicable to the operation of the Disclosure Schedule identifies all Owned Real Property, nor have the Sellers received written notice of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease such violation with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing which it has not complied in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Properties.3.10

Appears in 1 contract

Samples: Asset Purchase Agreement

Real Property. The Acquired Companies do not own any real property Each Note Party has good, valid and marketable fee simple title to all owned Real Property material to its business, or any that constitutes (or is required pursuant to the terms hereof to constitute) Collateral, and a valid, binding and enforceable leasehold interest in real propertyeach Leasehold Interest material to its business, or that constitutes (or is required pursuant to the terms hereof to constitute) Collateral, except for (i) minor defects in title that do not, in the leasehold interests created under the real aggregate, interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and (ii) Permitted Encumbrances. All Real Property and all other property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitmentmaterial to its business, or any right that constitutes (or privilege capable of becoming such for is required pursuant to the purchase or sale from or terms hereof to any of the Acquired Companies of any real property. Part 2.10(b)(iconstitute) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party toCollateral, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good operating condition and valid leasehold estate in repair for the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force use for which they are currently employed (normal wear and effect without amendment, tear and casualty excepted and except as disclosed may be disposed of in Part 2.10(b)(ii) of accordance with the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date terms of this Agreement have been paid, (iiAgreement) no waiver, indulgence or postponement of the lessee’s obligations and has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, maintained in accordance with industry standards and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in conformity in all material respects for with all Applicable Laws, except where the purposes for which it is presently being used and one failure to do so could not reasonably be expected to have a Material Adverse Effect. No subleases, licenses or more other occupancy agreements exist whereby any person other than any Note Party uses or occupies or has a right to use or occupy or to acquire any Real Property (or interest in Real Property) set forth on Schedule 11 of the Acquired Companies have adequate Perfection Certificate, including, but not limited to, rights of ingress first refusal, rights of first offer or any option. Each Note Party has substantially performed all of their obligations under any Real Property agreement or other occupancy agreement. There is no Default or event that has occurred which, with the passage of time, would ripen into an Event of Default and egress into each the Note Parties have not received any notice (whether written or verbal) of any such Default. There are no pending or, to the knowledge of any Note Party, threatened condemnation or eminent domain proceedings relating to any such Real Property material to its business, or that constitutes (or is required pursuant to the terms hereof to constitute) Collateral. Each Real Property as currently used, held or occupied, and the conduct of the Leased Propertiesbusiness thereon, as currently conducted, complies in all material respects with all deed restrictions and Applicable Laws including building codes, zoning, subdivision or other land use or similar Applicable Laws, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Second Lien Note Purchase Agreement (Emerge Energy Services LP)

Real Property. The Acquired Companies do not own any real property demised by the leases described on Schedule 4.16 (the “Leased Real Property”) constitutes all of the real property used or leased by Sellers in connection with the operation of the Business. Except as set forth on Schedule 4.16, the Leased Real Property leases are in full force and effect, and Sellers holds a valid and existing leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws. Seller has delivered or made available to the Buyer copies of each lease for the Leased Real Property and all amendments, modifications, agreements and notices related thereto (collectively, “Lease Documents”), and none of such leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Buyer. Excepting threatened breaches arising from the [Lienholder] Liens, Seller is not in default in any material respect under any of such leases nor, to the knowledge of Seller, has any event occurred which, with notice or the passage of time, or both, would give rise to any default by Seller. With respect to Lease Documents: (a) to Seller’s knowledge and excepting the contemplated assignment of the [Location 1] Purchase Agreement hereunder, there are no actual or contemplated assignment, sublease, transfer, conveyance, mortgage, deed in trust or other Encumbrance of any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) any of the Disclosure Schedule Leased Real Property leases; (collectivelyb) excepting matters disclosed to Buyer concerning the [Lienholder] Liens, Seller’s possession and quiet enjoyment of the applicable Leased Properties”). No Person Real Property has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or not been disturbed and there are no disputes with respect to any of the Acquired Companies of any real property. Part 2.10(b)(iLeased Real Property leases; (c) to the knowledge of the Disclosure Schedule identifies Sellers, all of buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing Real Property are in all material respects, creates a good respects sufficient for the operation of the Business and valid leasehold estate in no improvements at the Leased Properties thereby demised andReal Property and none of the current uses and conditions thereof violate any liens, zoning regulations, or variances; (d) subject to the Enforceability Exceptions[Location 1] Purchase Agreement, is the Lease Documents shall continue to be legal, valid, binding, enforceable and in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of on identical terms following the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: Closing; (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (iie) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) party to the Knowledge of Lease Documents has repudiated any provision thereof and there are no disputes, oral agreements or forbearance programs in effect as to the Acquired Companies, all of Lease Documents; (f) the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable rental set forth in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leases is the actual rental being paid, and there are no separate agreements or understandings with respect to the same; (g) subject to the [Location 1] Purchase Agreement and related assignment hereunder, Seller has not exercised or given any notice of exercise, of any option, right of first offer or right of first refusal contained in any Lease Documents, including any such option to right to purchase, expand, renew or extend; and (h) excepting the [Lienholder] Liens, there have been no improvements or construction of a value in excess of $5,000 in the aggregate made to or constructed on any Leased PropertiesReal Property within the applicable period for the filing of mechanics’ liens. Seller’s warranties and representations under this section encompasses and extends to [Location 1 Lessee], in [Location 1 Lessee’s] capacity as a party to certain Lease Documents, including matters known to the personal knowledge of [Redacted: Personal Information], as manager to [Location 1 Lessee].

Appears in 1 contract

Samples: Asset Purchase Agreement

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i(a) Section 3.23(a) of the TWG Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is Letter sets forth a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good true and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable complete list as of the date hereof, including addresses, of this Agreement have all real property owned by TWG or any of its Subsidiaries (the “TWG Owned Real Property”). TWG or one of its Subsidiaries has valid title to the TWG Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. TWG or one of its Subsidiaries has exclusive possession of each parcel of the TWG Owned Real Property, other than any occupancy rights granted to third party owners, tenants or licensees pursuant to agreements with respect to such TWG Owned Real Property entered into in the ordinary course of business. No portion of any TWG Owned Real Property or, to the Knowledge of TWG, TWG Leased Real Property, is subject to any pending condemnation or eminent domain proceeding by any Governmental Authority and, to the Knowledge of TWG, there is no threatened condemnation or other eminent domain proceeding 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 TWG Owned Real Property. There are no tax reduction proceedings pending with respect to all or any portion of any TWG Owned Real Property. To the Knowledge of TWG, (i) there is no existing breach or default by any party under any easements or restrictive covenants affecting the TWG Owned Real Property which breach or default has not yet been paidcured, (ii) no waiverneither TWG nor any of its Subsidiaries have received written notice of any default under any easements or restrictive covenants affecting the TWG Owned Real Property which breach or default has not yet been cured, indulgence or postponement of the lessee’s obligations has been granted by the lessor, and (iii) there exists no does not exist any condition or event that with the lapse of time or the giving of notice, or both, would constitute such a breach or default under such leaseany easements or restrictive covenants affecting the TWG Owned Real Property. There are no continuing disputes with any supplier or vendor providing services for or to any TWG Owned Real Property (e.g., or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiescafeteria supplies and/or janitorial services).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Assurant Inc)

Real Property. The Acquired Companies do not own any No real property or any interest in real property, except for is owned by the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Company. Schedule 5.9 of the Disclosure Schedule lists all real property used or held for use by the Company which is leased by the Company from third parties (collectively, the “Leased PropertiesReal Property”), and indicates the notice addresses and the owners of the Leased Real Property. No Person Except as other described in Schedule 5.9 of the Disclosure Schedule, the Company is the sole legal and equitable holder of the leasehold interest it holds in the Leased Real Property and to the Knowledge of the Company, possesses a valid leasehold interest thereto, free and clear of all Liens (other than Permitted Liens) that could impair the ability of the Company to realize the benefits of the rights provided to it under any lease, and the right to quiet enjoyment of such Leased Real Property. Accurate and complete copies of all existing lease agreements with respect to the Leased Real Property as of the Closing Date have heretofore been made available to Buyer in the Data Room. The Company has not exercised any option to purchase any parcel of Leased Real Property. The Leased Real Property constitutes the only real property used or occupied by the Company in the conduct of the Business. Other than as set forth in Schedule 5.9 of the Disclosure Schedule, (a) there are no leases, subleases, licenses, concessions or other agreements, written or oral agreementoral, option, understanding granting to any party or commitmentparties the right of use or occupancy of any portion of any parcel of the Leased Real Property, or any right options or privilege capable rights of becoming such for first refusal with respect thereto; (b) there are no parties (other than the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(iCompany) of the Disclosure Schedule identifies all in possession of the Leased Properties. None Real Property and (c) the Company enjoys peaceful and undisturbed possession of the Acquired Companies is a party toLeased Real Property, or under any agreement subject to become a party to, any lease with respect to real property other than the terms and conditions of the leases disclosed in Part 2.10(b)(i) set forth on Schedule 5.9 of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to To the Knowledge of the Acquired CompaniesCompany, all within the last twelve (12) months, no notice from any Governmental Authority has been received by the Company or has been served upon the Leased Real Property requiring or calling attention to the need for any work, repair, construction, alteration or installation on or in connection with the Leased Real Property. To the Knowledge of the covenants to be performed Company, no notice has been received by any other party under such lease have been fully performed. Each of the Company stating that the buildings and improvements on the Leased Properties is adequate and suitable Real Property, or the Business as presently conducted thereon by the Company, are not in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiescompliance with any applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ebix Inc)

Real Property. The Acquired Companies do not own Neither the Company nor any of the Subsidiaries owns any real property or any interest interests in real property, except for the leasehold interests created under the property in fee. Schedule 3.06 sets forth a complete list of all real property leases identified and interests in Part 2.10(b)(i) of real property leased by the Disclosure Schedule Company or any Subsidiary (collectivelyindividually, the a “Leased PropertiesProperty”, and the lease, sublease or other agreement pursuant to which it is occupied by the Company or the applicable Subsidiary, and all amendments thereto, individually, a “Lease”). No Person The Company or the applicable Subsidiary has any written good and valid title to the leasehold estates in the Leased Property created by the Leases, subject to (i) Permitted Liens, (ii) other imperfections of title or oral agreementencumbrances, optionif any, understanding or commitmentthat do not materially impair, or any right or privilege capable of becoming such for and could not reasonably be expected materially to impair, the purchase or sale from or to any continued use and operation of the Acquired Companies of any real property. Part 2.10(b)(i) assets to which they relate in the conduct of the Disclosure business of the Company and the Subsidiaries as presently conducted, (iii) subleases and similar agreements also listed in Schedule identifies 3.06 and (iv) Liens that have been placed by any developer, landlord or other third party on any Leased Property and subordination or similar agreements relating thereto. Neither the Company nor any Subsidiary has granted a Lien on its leasehold estate in any Leased Property, other than any Lien granted in such Lease to the landlord thereunder for any rent which may become delinquent. True and complete copies of the Leases have been made available to Purchaser for review. Except as set forth in Schedule 3.06, all of the Leased Properties. None of the Acquired Companies is a party toLeases are valid, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good binding and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendmentin all material respects and are enforceable by the Company or the applicable Subsidiary in accordance with their terms subject, except as disclosed to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Except as set forth in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable Schedule 3.06 Seller, as of the date of this Agreement the Company and the Subsidiaries have been paid, (ii) no waiver, indulgence or postponement of the lessee’s performed all material obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants required to be performed by them under the Leases and are not in material default under any Lease, and to the knowledge of Seller, no other party under such lease have been fully performedto any Lease is in material default thereunder. Each of the Leased Properties Property is adequate in materially good condition and suitable in all material respects for the purposes for which it is presently being used repair, ordinary wear and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiestear excepted.

Appears in 1 contract

Samples: Stock Purchase Agreement (WRC Media Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for Schedule 8.01(g) contains a list of all Real Property owned by the leasehold interests created under Company and its Subsidiaries and leases pursuant to which the real property Company and its Subsidiaries lease Real Property (such leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”being referred to as "Store Leases"). No Person has Except as set forth in Schedule 8.01(g), there are no current or pending special assessments against any written or oral agreement, option, understanding or commitment, or any right or privilege capable parcel of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased PropertiesReal Property. None of the Acquired Companies is Company or any of its Subsidiaries have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase the Company's or its Subsidiaries' leasehold or fee estate in any parcel of Real Property. To the Knowledge of the Company, none of the Company or any of its Subsidiaries have received notice from any insurance company that it will require alteration of the Real Property for continuance of a party to, policy insuring the Real Property or under any agreement to become a party to, any lease the maintenance of rates with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement thereto nor have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leasethey entered into any, and (iv) to the Knowledge of the Acquired CompaniesCompany, all there is no, development agreement or other obligation that limits the Company's or its Subsidiaries' ability to protest taxes, fixes minimum taxes or requires continued business operations. Except with respect to Hazardous Material Laws, as to which separate representations and warranties are made in Section 8.01(l), to the Knowledge of the covenants Company, the Real Property of the Company and its Subsidiaries is in compliance with all applicable federal, state and local Laws, and all applicable insurance requirements, including, but not limited to, Laws pertaining to zoning matters, except, in each case and in the aggregate, where the failure of the Real Property to be performed by any other party under such lease in compliance would not have been fully performeda Material Adverse Effect. Each Except as set forth in Schedule 8.01(g), the buildings and improvements constituting a part of the Leased Properties is adequate owned Real Property do not rely on any facilities (other than the facilities of the public utility and suitable in all material respects community water and sewer companies) not located on the land to fulfill any zoning or building code. There are no pending or, to the Knowledge of the Company, threatened actions or proceedings regarding condemnation or other eminent domain actions or proceedings with respect to any parcel of Real Property, or any part or parts thereof. Except for the purposes for which it Real Property listed on Schedule 8.01(g) and public roads, no real property is presently being regularly used and one by the Company or more any of its Subsidiaries in the operation of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiestheir respective businesses.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wilsons the Leather Experts Inc)

Real Property. The Acquired Companies Each of the Company and the Subsidiaries do not own (directly or indirectly) any real property whatsoever. Schedule 2.12(a) hereto is a true and complete list of all agreements (together with any amendments thereof, collectively, the "Real Property Leases") pursuant to which the Company and the Subsidiaries lease, sublease or otherwise occupy (whether as landlord, tenant, subtenant or other occupancy arrangement) any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the "Leased Properties”Real Property"). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any and true and complete copies of the Acquired Companies of any real propertyReal Property Leases have previously been delivered or made available to DBT. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with With respect to real property other than each Real Property Lease, the leases disclosed in Part 2.10(b)(i) of Company and the Disclosure Schedule. Each such lease in respect of Subsidiaries have, and immediately after the Leased Properties is in good standing in all material respectsClosing Date will continue to have, creates a good and valid title to the leasehold estate in the Leased Properties thereby demised andReal Property, subject free and clear of any Encumbrances (except Permitted Encumbrances). Each of The Company and the Subsidiaries has obtained all easements and rights of way required from all governmental jurisdictions or from private parties for the normal use and operation of the business of the Company and the Subsidiaries on the Leased Real Property which are material to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) operation of the Disclosure Schedule. With respect to each lease in respect business of the Leased Properties: (i) all rents Company and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performedSubsidiaries. Each of the Leased Properties is adequate Company and suitable in the Subsidiaries has not received any written notice of any pending or threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each part of the Leased PropertiesReal Property. Each Leased Real Property and all buildings, structures, fixtures and improvements on each Leased Real Property, and all use of any thereof by the Company and the Subsidiaries, conform with all applicable building, zoning, subdivision, land use, fire and other laws pertaining to or affecting real property. There are no written, or to the knowledge of the Company, after due inquiry, oral undertakings between the parties to the Real Property Lease which in any manner vary the obligations or rights of either parties from those set forth in the Real Property Lease, and no rent or additional rent under the Real Property Lease has been paid for more than 30 days in advance of its due date.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (DBT Online Inc)

Real Property. The Acquired Companies do Company does not own lease any real property property. Set forth on Schedule 2.12 is a list and brief description, including street address or any interest in real propertylocation, except for the leasehold interests created under the of all real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule owned by Company (collectively, the “Leased PropertiesOwned Real Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect parcel of the Leased PropertiesOwned Real Property: (ia) all rents buildings, improvements or facilities located on the Owned Real Property are owned and additional rents due have received all approvals of all applicable Authorities (including all Permits) required in connection with the operation thereof and payable as have been operated and maintained in accordance with each applicable Law and applicable insurance requirements; (b) all buildings, improvements or facilities located on the Owned Real Property are supplied with utilities and other services (including gas, electricity, water, telephone, sanitary sewer, and storm sewer) necessary for the operation of said facilities and all of which utilities and services are adequate in accordance with all applicable Laws and are provided access via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of Owned Real Property; (c) all buildings, improvements or facilities located on the Owned Real Property (including, but not limited to, heating, ventilation, air conditioning systems, mechanical, electrical, plumbing, environmental control, remediation and abatement systems, sewer, storm, waste water systems, irrigation, parking facilities, fire protection, security and surveillance systems, telecommunications, computer wiring, cable installations, roof, foundation load-bearing walls and floors) are in good operating condition and repair (subject to ordinary wear and tear), have been maintained in accordance with industry practices and standards and are suitable for the uses for which they are presently being used in the Facility; (d) Company has marketable title to each parcel of Owned Real Property and all buildings, improvements or facilities located thereon, free and clear of all Liens, except for installments of special assessments not yet delinquent and Permitted Liens, restrictions or conditions which do not impair the current use, occupancy, value or marketability of or title to, the property subject thereto; (e) the buildings, improvements and facilities constituting the Facilities are located within the boundary lines of the date Owned Real Property, are not in violation of this Agreement have been paid, (ii) no waiver, indulgence applicable setback requirements or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leasezoning Laws, and do not encroach on any other property and (ivf) to the Knowledge of the Acquired CompaniesSeller, all none of the covenants Owned Real Property contains any patent defects or latent defects. Company does not owe, and will not in the future owe, any brokerage commissions or finder’s fees with respect to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesOwned Real Property.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Benson Hill, Inc.)

Real Property. The Section 3.13 of the Seller Disclosure Schedules sets forth a complete list of all real property currently owned or leased by one or more of the Seller Entities or the Acquired Companies and primarily used in the operation of the Business. A Seller Entity or an Acquired Company owns and has good, insurable and valid fee title to all of its owned real property and has valid leasehold interests in all of its leased properties used in the operation of the Business, free and clear of all Liens of any nature whatsoever (except for Permitted Liens and all other title exceptions, defects, encumbrances and other matters, whether or not of record, which do not own and will not adversely affect the continued use of the property in the same manner in which the property is currently being used by one or more of the Seller Entities or the Acquired Companies in the Business as of the date hereof, excluding therefrom mortgages, deeds of trust, judgment liens, Tax liens for delinquent taxes and other monetary liens, which are all Excluded Liabilities). Section 3.13 of the Seller Disclosure Schedules sets forth a complete list of each lease agreement related to the operation of the Business to which any real property Seller Entity or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule Acquired Company is a party (collectively, the “Leased PropertiesAcquired Leases”). No Person has any written Each Acquired Lease is valid and enforceable, free and clear of all Liens (except for Permitted Liens and all other title exceptions, defects, encumbrances and other matters, whether or oral agreementnot of record, option, understanding or commitment, or any right or privilege capable which do not materially and adversely affect the continued use of becoming such the property for the purchase purposes for which the property is currently being used by one or sale from more of the Seller Entities or to any of the Acquired Companies of any real property. Part 2.10(b)(i) in the Business as of the Disclosure Schedule identifies date hereof, excluding therefrom mortgages, deeds of trust, judgment liens, Tax liens for delinquent taxes and other monetary liens, which are all of the Leased PropertiesExcluded Liabilities). None of the No Acquired Companies is a party toCompany or, or under any agreement to become a party to, any lease with respect to real property the Business, Seller Entity is in breach of or default in any material respect under the terms of any Acquired Lease and, to the knowledge of Knight Ridder or Seller, no other than party to any Acquired Lease is in breach of or default in any material respect under the leases disclosed in Part 2.10(b)(i) terms of the Disclosure Scheduleany Acquired Lease. Each such lease in respect Acquired Lease is a valid and binding obligation of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised Seller Entity or an Acquired Company and, subject to the Enforceability Exceptionsknowledge of Knight Ridder or Seller, of each other party thereto, and is in full force and effect without amendmenteffect, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: that (i) all rents such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act court before which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to any proceeding therefor may be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesbrought.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (McClatchy Co)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i(a) Section 5.18(a) of the Disclosure Schedule contains a true, correct and complete list of each parcel of real property owned by the Companies or the Fabri-Kal Subsidiaries (collectivelythe “Owned Real Property ”), including the addresses of the Owned Real Property. On the Closing Date, the “Leased Properties”)Companies and the Fabri-Kal Subsidiaries will have good and marketable fee simple title to the Owned Real Property, subject only to Permitted Encumbrances. No Person has There is no pending or threatened condemnation or similar proceeding affecting any part of the Owned Real Property. Neither the Companies nor the Fabri-Kal Subsidiaries have received any written notice of any zoning or oral agreementother land-use regulation proceedings which would affect the current use and operation of the Owned Real Property. There is no pending or threatened proceeding by a Governmental Authority affecting any part of the Owned Real Property. There are no outstanding options, option, understanding rights of first offer or commitmentrights of first refusal affecting any Owned Real Property, or obligations by the Companies or the Fabri- Kal Subsidiaries to sell, lease, sublease, assign or dispose of, such Owned Real Property or any right portion thereof or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real propertyinterest therein. Part 2.10(b)(i) of the Disclosure Schedule identifies The Owned Real Property, including all of the Leased Properties. None of the Acquired Companies is a party tobuildings, or under any agreement to become a party tostructures, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties improvements, fixtures, building systems and equipment therein, and all components thereof, is in good standing in all material respectsoperating condition and repair, creates a good normal wear and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptionstear excepted, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) free of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leaseany known latent defects, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more operation of the Acquired Companies have adequate rights of ingress and egress into each business of the Leased PropertiesCompanies and the Fabri-Kal Subsidiaries as presently conducted. The use and operation of the Owned Real Property in the conduct of the respective businesses of the Companies and the Fabri-Kal Subsidiaries do not violate any Law, Government Order, covenant, condition, restriction, easement, license, Permit or agreement. Each parcel included in the Owned Real Property is assessed for real property tax purposes as a wholly-independent tax lot, separate and apart from any adjoining land or improvements not constituting a part of that parcel.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pactiv Evergreen Inc.)

Real Property. The Acquired Companies do Seller does not own any real property or any a fee interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(iSchedule 4.6 sets forth a true, correct and complete list of all Leases. Seller has made available true, complete and correct copies of all such Leases (including, all amendments, modifications and supplements thereof) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good Buyer and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, each Lease is in full force and effect without amendmenteffect. Seller, except as disclosed tenant under the Leases, is not in Part 2.10(b)(ii) arrears in the payment of any rent under the Leases. Neither the Leasehold Estates nor any portion of the Disclosure ScheduleLeased Real Property have been materially impaired or otherwise adversely affected by any acts or omissions of Seller or any of its Representatives. Seller enjoys undisturbed possession of all the Leased Real Property in the manner provided for in the Leases and there are no contractual or legal restrictions that preclude or materially restrict the ability to conduct and operate the Business on the Leased Real Property as it is presently being conducted and operated thereon. Except as set forth on Schedule 4.6, no Lease requires the Governmental Consent or Third Party Consent of any other contracting party to the transactions contemplated by this Agreement. With respect to each lease in respect Lease, on the Closing Date the Leasehold Estates will be free and clear of all Encumbrances other than Permitted Encumbrances. There are no pending or, to the Knowledge of Seller, threatened eminent domain proceedings, condemnation proceedings or other Actions relating to all or any portion of the Leased Properties: Real Property. All approvals of governmental authorities (including Permits and any required certificate of occupancy or other similar certificate permitting lawful occupancy and operation of the Leased Real Property by Seller) of a material nature required in connection with the occupation and operation of the Leased Real Property by Seller have been obtained, are current, and are in full force and effect. The Leased Real Property and the use and operation thereof comply in all material respects with such Permits, approvals and certificates. The improvements constructed on or located on the Leased Real Property together with all Leasehold Improvements, Fixtures and Equipment and other tangible assets owned, leased or used by Seller thereon are (i) all rents insured to the extent and additional rents due in a manner customary in the industry and payable as in accordance with the terms of the date of this Agreement have been paideach Lease, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessorfree from any material defects, (iii) there exists no event of default under such leasein good operating condition and repair, or eventsubject to ordinary wear and tear and normal industry practice with respect to maintenance, occurrence, condition or act which would become an event of default under such lease, and (iv) to appropriate for the Knowledge conduct and operation of the Acquired CompaniesBusiness as presently conducted and operated and (v) free and clear of all Encumbrances other than Permitted Encumbrances. Seller has not received notice of any special assessment relating to any Leased Real Property or any portion thereof and there is no pending or, all of the covenants to be performed by Seller’s Knowledge, threatened special assessment. Seller has not subleased any other party under such lease have been fully performed. Each portion of the Leased Properties is adequate Real Property to any other Person and suitable 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 Seller assigned (or pledged) its interest under the Leases to any third party. Seller has the full right to exercise any options contained in all material respects the Leases 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. Except as set forth on Schedule 4.6, there are no Tax certiorari proceedings or claims for Tax adjustments or abatements requested or initiated by Seller, or to Seller’s Knowledge, requested or initiated by any landlord under the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesLeases.

Appears in 1 contract

Samples: Asset Purchase Agreement (Enzo Biochem Inc)

Real Property. The Acquired Companies do not own any No real property or any interest in real property, except for is owned by the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Company. Schedule 5.9 of the Disclosure Schedule lists all real property used or held for use by the Company which is leased by the Company from third parties (collectivelythe "Leased Real Property"), and indicates the addresses and the owners of the Leased Properties”)Real Property. No Person The Company is the sole legal and equitable holder of the leasehold interest it holds in the Leased Real Property and possesses a valid leasehold interest thereto, free and clear of all Liens (other than Permitted Liens) that could impair the ability of the Company to realize the benefits of the rights provided to it under any lease, and the right to quiet enjoyment of such Leased Real Property. Accurate and complete copies of all existing lease agreements with respect to the Leased Real Property as of the Closing Date have heretofore been delivered to Parent. The Company has not exercised any option to purchase any parcel of Leased Real Property. The Leased Real Property constitutes the only real property used or occupied by the Company in the conduct of the Business. There are no leases, subleases, licenses, concessions or other agreements, written or oral agreementoral, option, understanding granting to any party or commitmentparties the right of use or occupancy of any portion of any parcel of the Leased Real Property, or any right options or privilege capable rights of becoming such for the purchase or sale from or to any of the Acquired Companies of any real propertyfirst refusal with respect thereto. Part 2.10(b)(i) Other than as set forth on Schedule 5.9 of the Disclosure Schedule identifies all Schedule, there are no parties (other than the Company) in possession of the Leased Properties. None Real Property and the Company enjoys peaceful and undisturbed possession of the Acquired Companies is a party toLeased Real Property, or under any agreement subject to become a party to, any lease with respect to real property other than the terms and conditions of the leases disclosed in Part 2.10(b)(i) set forth on Schedule 5.9 of the Disclosure Schedule. Each such lease in respect To the knowledge of the Leased Properties is in good standing in all material respectsCompany, creates a good and valid leasehold estate in within the last twelve (12) months, no notice from any Governmental Authority has been received by the Company or has been served upon the Leased Properties thereby demised and, subject Real Property requiring or calling attention to the Enforceability Exceptionsneed for any work, is repair, construction, alteration or installation on or in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) connection with the Leased Real Property. To the knowledge of the Disclosure Schedule. With respect to each lease in respect of Company, no notice has been received by the Company or has been served upon the Real Property stating that, and the Company has no knowledge that, the buildings and improvements on the Leased Properties: (i) all rents and additional rents due and payable Real Property, or the Business as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted presently conducted thereon by the lessorCompany, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by are not in compliance with any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesapplicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ebix Inc)

Real Property. (a) The Acquired Companies do Company does not hold legal title to, or own any real property legal or any beneficial interest in any real property, except as set forth on Exhibit 2.9 A (the "Owned Real Property"), nor does it lease any real property, except as set forth on Exhibit 2.9 B (the "Leased Real Property") pursuant to Leases (the "Real Property Leases"). The Company does not hold, occupy or use any real property except for the leasehold interests created under Owned Real Property and the real property leases identified in Part 2.10(b)(i) (the Leased Real Property). True and complete copies of the Disclosure Schedule (collectivelylegal descriptions of the Owned Real Property and the Leased Real Property and of the Property Leases have been provided to Buyer. The activities carried on in all buildings, plants, facilities, installations, fixtures and other structures or improvements themselves, are not in violation of, or in conflict with, any applicable zoning, Environmental Law, health regulations or ordinance or any other similar Law. Except as set forth in Exhibit 2.9, no asbestos, asbestos-containing materials, PCB compounds or other pollutants, contaminants or Hazardous Material have been used in the “Leased Properties”). No Person has any written construction or oral agreement, option, understanding or commitmentrepair of, or any right alterations or privilege capable additions to, or are otherwise located on, any portion of becoming the Owned or Leased Real Property. No parcel of land included in the Owned or Leased Real Property relies on or regularly makes use of access to the nearest public road or right-of-way over land owned by others, except where such access is by means of one or more valid recorded easements not subject to divestiture, the terms of which have been disclosed in writing to Buyer prior to the date hereof, and which easements the Company is entitled to use under the terms of the documents creating such easements and under the terms of the Real Property Leases. All covenants or other restrictions (if any) to which any of the Owned or Leased Real Property is subject are being in all respects properly performed and observed and, except for covenants contained in the Real Property Leases, do not provide for forfeiture or reversion of title if violated, and neither the Company nor the owners of any of the Owned or Leased Real Property has received any notice of violation (or claimed violation) thereof. Sellers have delivered to Buyer true and complete copies of the most recent title insurance policies and surveys (if any) for the purchase Owned and Leased Real Property and copies of any recorded documents referred to in such policies or sale from surveys, together with copies of all reports (if any) of any engineers, environmental consultants or other consultants in its possession relating to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Owned or Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesReal Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cheshire Distributors Inc)

Real Property. The Acquired Companies do not own Borrower has good, marketable and indefeasible title in fee to the Mortgaged Property free and clear of all Liens except Permitted Liens. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any real property or Person under applicable legal requirements in connection with the transfer of the Mortgaged Property to the Borrower have been paid. Each Mortgage when properly recorded in the appropriate records, together with any Uniform Commercial Code Financing Statements required to be filed in connection therewith, will create (a) a valid, perfected first priority Lien on the Borrower's interest in real propertythe respective Mortgaged Property, except for (b) valid and perfected collateral assignments of, all leases relating to such Mortgaged Property, and (c) valid and perfected first priority security interests in all other related assets constituting Fixed Asset Collateral, all in accordance with the leasehold interests created terms thereof, in each case subject only to any applicable Permitted Liens. All mortgage, recording, stamp, intangible or other similar taxes required to be paid by any Person under applicable legal requirements in connection with the real property leases identified in Part 2.10(b)(i) execution, delivery, recordation, filing, registration, perfection or enforcement of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real propertyLoan Documents have been paid. Part 2.10(b)(i) No condemnation or other material proceeding has been commenced or, to Borrower's best knowledge, is contemplated with respect to all or part of the Disclosure Schedule identifies all Mortgaged Property or for the relocation of roadways providing access to the Leased PropertiesMortgaged Property. None of There are no claims for payment for work, labor or materials affecting the Acquired Companies is Mortgaged Property which are or may become a party Lien prior to, or under of equal priority with, the Liens created by the Loan Documents. Other than as disclosed to the Administrative Agent, there are no outstanding options to purchase or rights of first refusal affecting all or any agreement to become a party toportion of the Mortgaged Property. To the best of the Borrower's knowledge, any lease the ALTA survey delivered by Borrower with respect to real property other than each parcel of Mortgaged Property does not fail to reflect any material matter affecting the leases disclosed in Part 2.10(b)(i) applicable Mortgaged Property or the title thereto. To the best of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesBorrower's knowledge, all of the covenants to be performed improvements included in determining the appraised value of each parcel of Mortgaged Property lie wholly within the boundaries and building restriction lines of such Mortgaged Property, and no improvement on an adjoining property encroaches upon such Mortgaged Property, and no easement or other encumbrance upon the Real Property encroaches upon any of the improvements, except in each case those insured against by the title insurance policy insuring the Lien of the applicable Mortgage. Each parcel comprising each Mortgaged Property is a separate tax lot and is not a portion of any other party under such lease have been fully performed. Each tax lot that is not a part of the Leased Properties is adequate and suitable in all material respects applicable Mortgaged Property. To Borrower's knowledge, there are no pending or proposed special or other assessments for the purposes for which it is presently being used and one public improvements or more otherwise affecting any of the Acquired Companies have adequate rights of ingress and egress into each of Mortgaged Property, or any contemplated improvements to the Leased PropertiesMortgaged Property that may result in such special or other assessments.

Appears in 1 contract

Samples: Term Loan Agreement (Quaker Fabric Corp /De/)

Real Property. The Acquired Companies do Company does not own any real property used or held for use in connection with its business. Attached hereto as Schedule 3.14 is a true, correct and complete list of all leases, subleases, licenses and other agreements, including all amendments, modifications and waivers ("Real Property Leases"), under which the Company uses or occupies or has the right to use or occupy, now or in the future, any interest in real property, except for the leasehold interests created under the real property leases identified used in Part 2.10(b)(i) of its business (the Disclosure Schedule (collectivelyland, buildings and improvements covered by such Real Property Leases being referred to herein as the "Leased Properties”Real Property"). No Person has any written Sellers have heretofore delivered or oral agreement, option, understanding or commitment, or any right or privilege capable made available to Purchaser true and complete copies of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased PropertiesReal Property Leases. None Each of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, Real Property Leases is in full force and effect without amendmenteffect, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents other sums payable by the Company as tenant thereunder and due prior to the date hereof have been paid and payable as the Company is not in breach or default thereunder which would have a Material Adverse Effect. No termination event or condition or uncured default on the part of the date Company exists under any Real Property Lease; and, to Sellers' Knowledge, no event has occurred and no condition exists which, with the giving of this Agreement notice or the lapse of time or both, would constitute such a breach or default which would have been paid, (ii) no waiver, indulgence a Material Adverse Effect or postponement termination event or condition. The Company has not received any written notice from its landlord or any third party relating to any Real Property Lease or the Leased Real Property which is not disclosed on Schedule 3.14. All of the lessee’s obligations has been granted by land, buildings, structures, plants, facilities and other improvements used in the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge manufacturing operations of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of Company's business are included in or on the Leased Properties is adequate Real Property. Except as otherwise disclosed in Schedule 3.14, the Leased Real Property (including all electrical, mechanical and suitable sewer installations) complies in all material respects for with applicable building, zoning and other similar laws, codes, ordinances, rules, regulations and orders of Governmental Authorities. Sellers and Xxxxxxxxx have no knowledge of any pending or anticipated change in any real property law which would have a Material Adverse Effect upon the purposes for which it is presently being used and one use, occupancy or more of the Acquired Companies have adequate rights of ingress and egress into each operation of the Leased PropertiesReal Property or any part thereof. No dispute which would have a Material Adverse Effect currently exists between the Company and any applicable Governmental Authority with respect to the application of any real property law to the Leased Real Property. To Sellers' or Xxxxxxxxx'x Knowledge, no portion of the Leased Real Property has suffered any material damage by fire or other casualty which has not been heretofore completely repaired and restored to its original condition. No portion of the Leased Real Property is located in a special flood hazard area as designated by federal Governmental Authorities. The Leased Real Property is supplied with utilities which are adequate to operate the Company's business as currently conducted.

Appears in 1 contract

Samples: Agreement of Sale (Triumph Group Inc /)

Real Property. The Acquired Companies do not own any Disclosure Letter describes all real property or any interest estate used ------------- in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) operation of the Disclosure Schedule Business and the improvements (including buildings and other structures) located on such real estate (collectively, the “Leased Properties”"Real Property"), identifies which Real Property is owned and which is leased, and lists any leases under which any such Real Property is possessed by the Seller or leased by the Seller to others (the "Real Estate Leases"). No Person To the knowledge of Seller, all of the buildings and structures included in the Real Property are structurally sound, and all of the heating, ventilating, air conditioning, plumbing, sprinkler, electrical and drainage systems, elevators and roofs, and all other fixtures, equipment and systems at or serving such Real Property are generally in good condition, repair and working order (normal wear and tear excepted) and are generally adequate for the present use of the Real Property by the Seller in conducting its Business, and there is no condition which will result in the termination of the present access from the Real Property to such utility services and other facilities. The Seller has not received any written notice, oral or written, and has no reason to believe, that any governmental body having jurisdiction over any Real Property intends to exercise the power of eminent domain or a similar power with respect to all or any part of the Real Property. The Seller has not received any notice, oral agreementor written, optionfrom any governmental body, understanding and has no reason to believe, that any of the Real Property or commitmentany improvements erected or situate thereon, or the uses conducted thereon or therein, violate any right or privilege capable Laws of becoming any governmental body having jurisdiction over such for Real Property. The Seller has not received any notice from the purchase or sale holder of any mortgage, from or any insurance agent of Seller which has issued a policy with respect to any of the Acquired Companies Real Property or from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies in any of the Real Property or suggesting or requesting the performance of any real property. Part 2.10(b)(i) repairs, alterations or other work to any of the Disclosure Schedule identifies all of the Leased PropertiesReal Property. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject The Seller has heretofore delivered to the Enforceability Exceptions, is in full force Seller copies of all title reports and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence title insurance policies received or postponement of the lessee’s obligations has been granted held by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Telespectrum Worldwide Inc)

Real Property. The Acquired Companies do not own any real property or any Schedule 1.3(a) sets forth a correct and complete list of all Owned Real Property. Schedule 1.3(b) sets forth a correct and complete list of Real Property Leases granting to each applicable Seller possession of and leasehold rights to Leased Real Property. Sellers have provided correct and complete copies of all Real Property Leases to Buyer. Such Seller has a valid and subsisting leasehold interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptionsapplicable Real Property Lease, is in full force subject only to Permitted Liens, and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event default on the part of default under such leaseSeller, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesSellers, all of the covenants to be performed by any other party thereto, under any such lease have been fully performedReal Property Lease. Such Seller has at all times possessed, used and operated the Owned Real Property and Leased Real Property in material compliance and conformity with all applicable Laws, Orders and Licenses. There are no mechanical, foundation, structural, roof, or other repairs or replacements, beyond normal maintenance, contemplated or required to the buildings and improvements located on the Owned Real Property or Leased Real Property that would cost in the aggregate more than $25,000 for each Restaurant or that if not completed would adversely affect the operation of any Restaurant. There are no condemnation or assessment proceedings pending or, to the Knowledge of Sellers, threatened with respect to or affecting any Owned Real Property or Leased Real Property. Schedules 1.3(a) and 1.3(b) include a correct street address of all tracts, parcels, and subdivided lots in Owned Real Property or Leased Real Property. To the Knowledge of Sellers, no Owned Real Property or Leased Real Property is subject to or affected by any special assessment or other levy for public improvements or otherwise, whether or not presently a Lien upon an Owned Real Property or Leased Real Property. Each Leased Real Property and Owned Real Property is properly zoned and fully serviced by all public and private utility services that are necessary for the operation of the Business and has suitable access to public roads. Each Owned Real Property and Leased Properties is adequate Real Property has legal and suitable in all material respects for the purposes for which it is presently being used physical access, either directly or through an enforceable and one or more of the Acquired Companies have adequate rights of ingress perpetual easement, to an open and egress into each of the Leased Properties.publicly dedicated road. DB03/0502991.0020/10136186.1 WP01

Appears in 1 contract

Samples: Asset Purchase Agreement (NPC Restaurant Holdings, LLC)

Real Property. The Acquired Companies do not own (a) None of Subject Company or any of its Subsidiaries owns any real property or any interest interests in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) Subject Company Real Property Leases (as defined below). Section 4.18 of the Subject Company Disclosure Schedule. Each Schedule sets forth a complete list of all real property and interests in real property leased by Subject Company and its Subsidiaries (individually, a "Subject Company Real Property Lease" and the real properties specified in such lease in respect of leases, being referred to herein individually as a "Subject Company Property" and collectively as the Leased Properties is in good standing in all material respects"Subject Company Properties") as lessee, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject other than customer subleases or customer agreements relating to the Enforceability ExceptionsCenters of Subject Company or its Subsidiaries, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to following information for each lease in respect of the Leased PropertiesSubject Company Real Property Lease: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidlocation, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessorterm, (iii) there exists no event square footage of default under such lease, or event, occurrence, condition or act which would become an event of default under such leasespace demised thereunder, and (iv) to rent over the Knowledge term of such Subject Company Real Property Lease. The Subject Company Property constitutes all interests in real property currently used or currently held for use in connection with the business of Subject Company and its Subsidiaries and which are necessary for the continued operation of the Acquired Companiesbusiness of Subject Company and its Subsidiaries as the business is currently conducted. Each Subject Company Real Property Lease is valid, binding, enforceable and in full force and effect. Subject Company and each of its Subsidiaries has in all of the covenants material respects performed all obligations required to be performed by it under each Subject Company Real Property Lease. Assuming that the consents set forth on Schedule 5 to this Agreement have been obtained, no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material default on the part of Subject Company or any of its Subsidiaries under any such Subject Company Real Property Lease. To the knowledge of Subject Company, each other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable to each Subject Company Real Property Lease has in all material respects for performed all obligations required to be performed by it under such Subject Company and no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material default on the purposes for which it is presently being used part of such other party under any such Subject Company Real Property Lease. Parent acknowledges and one agrees that Subject Company and the Shareholder are not making any representations as to the enforceability of any renewal or more expansion options contained in any Subject Company Real Property Lease. All of the Acquired Companies have adequate rights of ingress Subject Company Property, buildings, fixtures and egress into each improvements thereon owned or leased by Subject Company and its Subsidiaries are in good operating condition and repair (subject to normal wear and tear); provided, however, that the representation or warranty contained in this sentence is not being made to any part of the Leased PropertiesSubject Company Property that is not within the exclusive possession and control of the Subject Company and its Subsidiaries (it being agreed and understood that the Centers of Subject Company and its Subsidiaries shall be deemed to be in the exclusive possession and control of Subject Company and its Subsidiaries notwithstanding the occupancy thereof by customers) including, without limitation, any condition of the building or building systems.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reckson Services Industries Inc)

Real Property. The Acquired Companies do not own any (a) Schedule 3.06 sets forth a complete ------------- list of all real property and interests in real property owned in fee simple or any other form of ownership by Seller or any other member of the Seller Group that is located in Carlton County, Minnesota or that is otherwise primarily used, primarily held for use or intended to be primarily used in the operation or conduct of the Business, other than any such property or interest constituting an Excluded Asset (individually, an "Owned Property") and -------------- identifies any material easement or operating agreements relating thereto. Schedule 3.06 sets forth a complete list of all real property and interests in real propertyproperty leased to Seller or any other member of the Seller Group that is located in Carlton County, Minnesota or that is otherwise primarily used, primarily held for use or intended to be used primarily in the operation or conduct of the Business and further identifies those properties leased to Seller that are distribution facilities (individually, a "Distribution Center ------------------- Facility"), other than any such property or interest constituting an Excluded -------- Asset (each leased property so listed on Schedule 3.06 individually, a "Leased ------ Property") and identifies any material base leases, ground leases, easement -------- agreements or operating agreements relating thereto. Schedule 3.06 sets forth a complete list of all Owned Property and Leased Property that are leased or subleased from any member of the Seller Group (as lessor) to or for the use or benefit of any person other than a member of the Seller Group (individually, a "Property Leased to a Third Party"). Seller or another member of the Seller -------------------------------- Group has good, marketable and insurable fee title to all Owned Property and good and valid title to the leasehold estates in all Leased Property and either good, marketable and insurable fee title or good, marketable and valid title to the leasehold estates in all Property Leased to a Third Party (an Owned Property or Leased Property or Property Leased to a Third Party being sometimes referred to herein, individually, as a "Business Property"), in each case free and clear ----------------- of all Liens, except for (i) Liens described in clause (ii) (to the leasehold interests created under the real property leases identified in Part 2.10(b)(iextent not required to be discharged prior to Closing), (iii) or (iv) of the Disclosure Section 3.05(a), (ii) such as are set forth in Schedule 3.06, (collectivelyiii) leases, the “Leased Properties”). No Person has subleases and similar agreements set forth in Schedule 3.08, (iv) easements, covenants, rights-of-way and other similar restrictions of record, (v) any written conditions that may be shown by a current, accurate survey or oral agreementphysical inspection of any Business Property made prior to Closing and (vi) (A) zoning, optionbuilding and other similar ordinances and governmental regulations, understanding (B) Liens that have been placed by any developer, landlord or commitment, other third party on property over which Seller or any right or privilege capable of becoming such for the purchase or sale from or to any member of the Acquired Companies of Seller Group has easement rights or on any real property. Part 2.10(b)(iLeased Property and subordination or similar agreements relating thereto and (C) of the Disclosure Schedule identifies all of the Leased Propertiesunrecorded easements, covenants, rights-of-way and other similar restrictions. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed items set forth in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, clauses (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by extent any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Properties.Lien set forth in

Appears in 1 contract

Samples: Asset Purchase Agreement (Potlatch Corp)

Real Property. The Acquired Companies do not own (a) Neither A2iA nor any real property of its Subsidiaries owns or has ever owned any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i. (b) Schedule 3.11(b) of the Disclosure Schedule sets forth a complete list of each parcel of real property in which A2iA or one of its Subsidiaries has a valid leasehold interest (collectively, the “Leased PropertiesReal Property” or for the corresponding Contract, including any related amendments, a “Real Property Lease”), including the address, lessor and lessee of such Leased Real Property. No Person has any written The Leased Real Property constitutes all real properties used or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for occupied by A2iA and its Subsidiaries and are reflected where applicable on the purchase or sale from or to any A2iA Financial Statements. Immediately following completion of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies transactions contemplated herein, A2iA and its Subsidiaries shall continue to have valid leasehold interests in all of the Leased PropertiesReal Property (assuming performance by each other party to the applicable Real Property Lease and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws affecting the enforcement of creditors’ rights generally and general principles of equity). None No landlord under any Real Property Lease has sent any written notification for breach of terms and conditions of such Real Property Lease. To the Sellers’ Knowledge, there are no grounds for termination of any Real Property Lease at the initiative of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedulelandlord. Each such lease in respect tenant is current on the payment of their rent under the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Scheduleapplicable Real Property Lease. With respect to each lease in respect of the Leased PropertiesReal Property: (i) A2iA and its Subsidiaries have use of all rents easements and additional rents due rights necessary to conduct their businesses as currently conducted and payable as of their possession and quiet enjoyment under the date of this Agreement have applicable Real Property Lease has not been paid, disturbed; (ii) no waiver, indulgence portion thereof is subject to any pending condemnation proceeding or postponement of the lessee’s obligations has been granted other proceeding by the lessor, any public authority; (iii) there exists no event of default under such leasethe Leased Real Properties are in good operating condition and repair, or event, occurrence, condition or act which would become an event of default under such lease, subject to ordinary wear and tear; and (iv) there are no contractual or legal restrictions that impair the ability to the Knowledge use any Leased Real Property by A2iA and any of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performedits Subsidiaries for its current use. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Properties.3.12

Appears in 1 contract

Samples: Share Purchase Agreement

Real Property. The Acquired Companies do not own any Data Room contains a copy of each Lease with respect to material real property leased by the Company or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule its Subsidiaries (collectively, the “Leased PropertiesReal Property”). No Person has , together with any written or oral agreementsupplements and amendments thereto, option, understanding or commitment, or any right or privilege capable of becoming which such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies copy is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing true and correct in all material respects, creates and a good list which is true and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable correct in all material respects of material real property owned by the Company and used in the operation of the Company’s business (the “Owned Real Property”; and, together with the Leased Real Property, the “Company Real Property”). The Company Real Property comprises all of the material real property occupied or otherwise used in the operation of the Company’s business. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid title to all of the Owned Real Property and good title to all its personal property and has valid leasehold or subleasehold interests in all of the Leased Real Property, free and clear of all Liens (except for Permitted Liens, Liens arising from the terms of the related Leases and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which it such property is presently being used and one by the Company or more a Subsidiary of the Acquired Companies have adequate Company as of the date hereof), assuming the timely discharge of all obligations owing under or related to the Owned Real Property, the personal property and the Leased Real Property. To the Knowledge of the Company, except pursuant to a document in the Data Room, (i) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy any of the Owned Real Property or any material portion thereof and (ii) there are no outstanding options, rights of ingress and egress into each first offer or rights of the Leased Propertiesfirst refusal to purchase such Owned Real Property or any portion thereof or interest therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Saks Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property(a) As of the date hereof, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(iSection 3.07(a) of the Seller Disclosure Schedule Letter sets forth a true and correct list of the addresses of all of the owned real property primarily used in the Business or owned by any of the Group Companies (collectivelytogether with all buildings, improvements, fixtures, structures and facilities located thereon, the “Leased PropertiesOwned Real Property”). No Person As of the date hereof, Seller and its applicable Affiliates have, and as of the Closing, a Group Company will have, after giving effect to the Pre-Closing Reorganization and subject to the transactions contemplated by the Real Estate Separation Agreements, free and clear of all Liens other than Permitted Liens, good and insurable fee title (or the equivalent in any applicable foreign location) to each Owned Real Property. Neither Seller nor any of the Group Companies has received written notice of (i) any written pending condemnation proceeding with respect to any Owned Real Property and, to the Knowledge of Seller, no such condemnation proceeding is pending or oral agreementthreatened or (ii) any pending special, optiongeneral or other assessment on, understanding against or commitmentto any Owned Real Property to secure the cost of any public improvement(s) to be made with respect to any Owned Real Property or any part of any Owned Real Property. Except as expressly contemplated in the Real Estate Separation Agreements, the Pre-Closing Reorganization Plan or set forth in Section 3.07(a) of the Seller Disclosure Letter, or Permitted Liens: (A) none of the Group Companies have leased or otherwise granted to any Person the right to use or privilege capable occupy any Owned Real Property or any portion thereof; (B) other than the right of becoming such for Purchaser pursuant to this Agreement or other Transaction Agreements, there are no outstanding options, rights of first offer, or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein; (C) none of the Group Companies is a party to any agreement or option to purchase or sale from dispose of any Owned Real Property or interest therein; and (D) there are no ongoing capital improvement or construction projects with respect to any of the Acquired Companies Owned Real Property with aggregate remaining costs in excess of any real $500,000 at such property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party toThere has been no material destruction, damage, or under any agreement to become a party to, any lease casualty with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing any Owned Real Property that has not been repaired in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Properties.

Appears in 1 contract

Samples: Equity Purchase Agreement (EchoStar CORP)

Real Property. The Acquired Companies do (a) Seller does not own any real property or any interest used in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(iBusiness. Section 4.10(a) of the Disclosure Schedule Letter contains a correct and complete list of all real property leased (collectivelywhether as landlord or tenant) or occupied by Seller in connection with the Business, the lessor or lessee of such property and the term of the lease for such property (the “Leased PropertiesReal Property”). No Person has Neither the whole nor any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all portion of the Leased Properties. None of the Acquired Companies is a party toReal Property has been condemned, requisitioned, expropriated or under otherwise taken by any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised Governmental Entity and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of Seller, no such condemnation, requisition, expropriation or taking is threatened or contemplated. There are no pending or, to the Acquired CompaniesKnowledge of Seller, all threatened changes to any applicable codes or zoning requirements affecting or against all, any portion of or adjacent to the Leased Real Property. There are no public improvements which have been ordered, commenced or completed and for which an assessment may be levied against the Leased Real Property, or planned improvements which may result in any assessment against the Leased Real Property, in either case which would be the obligation of Seller. There is no Lien applicable to the Leased Real Property that would impair the current use or the occupancy of such Leased Real Property by Buyer. All buildings, structures, fixtures, and appurtenances comprising part of the covenants to be performed Leased Real Property were constructed or installed in accordance with all Laws, are structurally sound and in good condition and repair (normal wear and tear excepted), and do not encroach on any property owned by any other party under such lease have been fully performed. Each Person, and there are no violations of any Law affecting any portion of the Leased Properties is adequate Real Property, including violations of any Laws regulating building, zoning, fire, safety, environmental, traffic, flood control or health, and suitable in all material respects for the purposes for which it is presently being used and one or more no notice of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesany such violation has been issued by any Governmental Entity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intest Corp)

Real Property. The Acquired Companies do Company does not own any real property. Section 3.9 of the Company Disclosure Schedule sets forth an accurate and complete description (of all real property that is leased, subleased, licensed, occupied or used by the Company (the “Leased Real Property”), which description includes, without limitation, a list of each lease, sublease, license or other contract under which any parcel of real property is leased, subleased, licensed, occupied or used by the Company (each being referred to in this Section 3.9 as a “Lease”), as well as each such property’s street address, the date and term of the applicable Lease, the name of the parties thereto and the aggregate annual rent or other material consideration payable thereunder. The Company has made available to Purchaser complete copies of the Leases in effect as of the date hereof and there has not been any amendment, sublease, sublicense or assignment entered into by the Company in respect of the Leases relating to such Leased Real Property. The Company is not in breach or default of any material provision of any Lease except for such breaches or defaults as to which requisite waivers or consents have been obtained or which would not have a Material Adverse Effect, and the Company has no knowledge of any breach or default of any material provision of any Lease by any other party thereto. No party to any Lease has exercised any termination rights with respect thereto. The Company is not a party to, nor has any Liability under, any lease, sublease, license or other occupancy agreement other than the leases identified in Section 3.9 of the Company Disclosure Schedule. Other than the Leased Real Property, the Company does not have any other direct or indirect interest in real property, except for whether owned, leased or otherwise, and the leasehold interests created under Leased Real Property comprises all the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such necessary for the purchase or sale from or Company to any of the Acquired Companies of any real propertyproperly operate its business in accordance with past practice. Part 2.10(b)(i) of the Disclosure Schedule identifies The Company currently occupies all of the Leased PropertiesReal Property leased, subleased or occupied pursuant to the Leases and there are no other parties occupying or with a right to occupy such Leased Real Property. None of There are no unpaid commissions due to or payable by the Acquired Companies is a Company to any other third party to, or under any agreement arising pursuant to become a party to, any lease with respect Contracts (including Leases) entered into prior to real property other than the leases disclosed in Part 2.10(b)(i) of Closing and becoming due after the Disclosure Schedule. Each such lease in respect of Closing Date related to the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesReal Property.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alkami Technology, Inc.)

Real Property. The Acquired Companies do not own any real property own, lease, possess, occupy or any interest in real propertyotherwise utilize, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectivelyand have not owned, the “Leased Properties”). No Person has any written leased, possessed, occupied or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party tootherwise utilized, any lease with respect to real property other than the leased real property described in Exhibit 7.7-1 hereto (the “Companies’ Leased Real Property”). The leases disclosed in Part 2.10(b)(i) of underlying the Disclosure Schedule. Each such lease in respect of the Companies' Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is Real Property are in full force and effect without amendmenteffect, except as disclosed in Part 2.10(b)(ii) are the valid and binding obligation of the Disclosure Schedulerespective Company and the lessor party thereto, and there are no outstanding defaults thereunder. With respect to each lease in respect of The leases underlying the Companies’ Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted Real Property may not be terminated by the lessorrespective lessor other than for cause. Except as set forth in Exhibit 7.7-2 hereto, (iii) there exists no event of default under such the Companies do not lease, as lessor or eventsublessor, occurrenceany real property. Other than at the Companies' Leased Real Property, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by Companies do not have any material assets situated at any other party under such lease have been fully performedlocation. Each of the The Companies' Leased Properties Real Property is adequate in good operating condition and repair and suitable in all material respects for the purposes for which it is presently being used and one used. The Companies' Leased Real Property or more the operation or maintenance thereof does not violate any restrictive covenant or any provision of any Law in any way that could adversely affect the Acquired present use thereof, or encroach on any real property owned by others. The Companies have enjoy adequate rights of ingress and egress into each with respect to the Companies' Leased Real Property. There is no pending or threatened condemnation, expropriation, or similar proceeding pending or threatened against the Companies' Leased Real Property. All buildings, structures, and fixtures on the Companies' Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, were constructed in a good and workmanlike manner without material defects, are adequate and suitable for the purposes for which they are presently being used, and are in compliance with and meet all of the conditions of all building permits. All utilities necessary for the use, occupancy, or maintenance of the Companies' Leased PropertiesReal Property or the conduct of the Business (including gas, electricity, water, and telephone) are connected, adequate, and available in quantity and quality necessary to conduct the Business, all payments due with respect thereto are current, all such utilities enter the Companies' Leased Real Property directly through adjoining public lands and do not pass through private land, and there has been and is no threatened interruption or diminution of such utility services.

Appears in 1 contract

Samples: Share Purchase Agreement (Transaction Systems Architects Inc)

Real Property. The Acquired Companies do not own Neither the Company nor any real property or Subsidiary owns any interest in real property, except for nor has the leasehold interests created under the Company or any Subsidiary ever owned any real property leases identified in Part 2.10(b)(i) property. Section 2.11 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any Subsidiary or otherwise occupied by the Company or any Subsidiary (collectively, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Section 2.11 of the Disclosure Schedule identifies sets forth a list of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sub-lessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right, the aggregate annual rental payable thereunder, the amount of any deposit or other security or guarantee granted in connection with any such lease, license, sublease or other occupancy right, and all amendments, terminations and modifications thereof (collectively, the “Lease Agreements”). The Company and the Subsidiaries currently occupy all of the Leased PropertiesReal Property for the operation of its business. None of the Acquired Companies is a party toThere are no other parties occupying, or under with a right to occupy, the Leased Real Property. Neither the Company nor any agreement to become a party to, any lease Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company and each Subsidiary has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property other than the leases disclosed that are no longer in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good effect and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With has no continuing liability with respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to terminated agreements. To the Knowledge of the Acquired CompaniesCompany, all the Leased Real Property is in good operating condition and repair, free from any material structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the covenants to be performed by any other party under such lease have been fully performedCompany’s business. Each Neither the operation of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one Company or more of the Acquired Companies have adequate rights of ingress and egress into each of any Subsidiary on the Leased PropertiesReal Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such Leased Real Property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roku, Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real propertyOne of the Sellers is the owner of good and marketable fee title to the Owned Real Property, free and clear of all Liens, except for (i) the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure matters listed on Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) 4.13 of the Disclosure Schedule; and (ii) Permitted Liens. Each such lease in respect The Owned Real Property constitutes all of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in real property owned by Sellers. Subject to (x) the Leased Properties thereby demised and, subject Chapter 11 Cases (including any breaches or defaults relating to the Enforceability Exceptionscommencement thereof and any payables that would have been paid but for the commencement thereof), is and (y) payment of any cure costs, and except as set forth on Schedule 4.13 of the Disclosure Schedule: (i) all of the Real Estate Leases are valid, existing, in full force and effect without amendment, except as disclosed and binding upon Sellers and the other parties thereto in Part 2.10(b)(iiaccordance with their terms; and (ii) each of the Disclosure ScheduleSellers is in compliance with all material terms and requirements of each such Real Estate Lease, and all undisputed rent and other material sums and charges payable by Sellers as tenant thereunder are current; and (iii) the approximate aggregate amount of such rent and other sums and charges so payable are as set forth in Schedule 4.13 opposite the applicable Real Estate Lease. With respect To Sellers’ Knowledge there is no proposed or pending proceeding to each lease in respect change or redefine the applicable legal requirements pertaining to zoning of any portion of the Leased Properties: Real Property except which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the impacted premises. To Sellers’ Knowledge no proceeding seeking a reduction in real estate taxes imposed upon the Real Property or the assessed valuation of the Real Property or any portion thereof have been settled during the three (i3) all rents and additional rents due and payable as of year period preceding the date of this Agreement have been paidor are currently pending. There is no pending or, (ii) no waiverto Sellers’ Knowledge, indulgence proposed imposition of any special or postponement other assessments affecting the Real Property or any portion thereof or any penalties or interest due with respect to real estate Taxes assessed against all or any portion of the lessee’s obligations Real Property that are payable by Sellers or would result in a Lien against the Real Property. None of the Sellers has been granted by received written notice of, and to Sellers’ Knowledge, there is not any pending, threatened or contemplated action to change the lessor, (iii) there exists no event zoning status of default under such lease, the Real Property or event, occurrence, condition or act eminent domain proceedings which would become an event reasonably be expected to have, individually and in the aggregate, a Material Adverse Effect on the use or operation of default under such lease, and (iv) to the Knowledge any portion of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesReal Property.

Appears in 1 contract

Samples: Asset Purchase Agreement (Savvis Communications Corp)

Real Property. The Acquired Companies do not own any real property Schedule 3(j) contains a complete and correct list of all of the Real Property that, immediately following the Closing, (i) will be leased or otherwise owned or possessed by the Company or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule Subsidiaries, (ii) in connection with which the Company or any of the Subsidiaries shall have entered into an option agreement, participation agreement or acquisition and drilling agreement or (iii) the Company or any of the Subsidiaries shall have agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, the Leased PropertiesClosing Date Real Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule which list identifies all of the Leased Properties. None Closing Date Real Property and specifies which of the Acquired Companies is a party toCompany or the Subsidiaries will lease, own or under any agreement to become a party topossess each of such Real Properties immediately following the Closing. Schedule 3(j) also contains an accurate, any lease complete and correct list of all leases and other agreements with respect to real property which the Company or any of the Subsidiaries will, immediately following the Closing, be a party or otherwise bound or affected with respect to the Closing Date Real Property, except easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any owned or leased Real Property otherwise described on Schedule 3(j) (the “Real Property Leases”). Except as set forth in Schedule 3(j), immediately following the Closing the Company or one of the Subsidiaries will be the legal and equitable owner of a leasehold interest in all of the Closing Date Real Property, and will possess good, marketable and defensible title thereto, free and clear of all Liens (other than Permitted Liens) and other matters affecting title to such leasehold that could impair the leases disclosed in Part 2.10(b)(i) ability of the Disclosure Schedule. Each such lease in respect Company or the Subsidiaries to realize the benefits of the Leased Properties is in good standing in all material respects, creates a good rights provided to any of them under the Real Property Leases. All of the Real Property Leases are valid and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendmentand enforceable against all parties thereto. Except as set forth in Schedule 3(j), except as disclosed in Part 2.10(b)(ii) neither the Company nor any of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidSubsidiaries, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) nor to the Knowledge of the Acquired CompaniesCompany’s Knowledge, all of the covenants to be performed by any other party thereto, is in default in any material respect under any of such lease have been fully performed. Each Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of the Leased Properties Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. To the Company’s Knowledge, no Real Property Lease is adequate subject to termination, modification or acceleration as a result of the transactions contemplated hereby or by the other Transaction Agreements. To the Company’s Knowledge, the Closing Date Real Property is permitted for its present uses under applicable zoning laws, is permitted conforming structures and suitable complies with all applicable building codes, ordinances and other similar Laws. To the Company’s Knowledge, there are no pending or threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Closing Date Real Property, or any portion or portions thereof. To the Company’s Knowledge, there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Closing Date Real Property that would interfere with the conduct of the Company’s or any of the Subsidiaries’ businesses as conducted or proposed to be conducted proposed to be conducted. For purposes hereof, “Real Property” means real property; leasehold interests; fee interests; oil, gas and other mineral drilling, exploration and development rights; royalty, overriding royalty and other payments out of or pursuant to production; other rights in all material respects and to oil, gas and other minerals, including contractual rights to production, concessions, net profits interests, working interests and participation interests; any other contractual rights for the purposes for which it is presently being used acquisition or earning of any of such interests in real property; facilities; fixtures; and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesequipment.

Appears in 1 contract

Samples: Securities Purchase and Exchange Agreement (Starboard Resources, Inc.)

Real Property. The Acquired Companies do California Owned Real Property Seller has good and marketable fee simple title in and to the California Owned Real Property, and the Colorado Owned Real Property Seller has good and marketable fee simple title in and to the Colorado Owned Real Property, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances and the Existing Mortgages and any such exceptions that would not have or reasonably be expected to have a Material Adverse Effect. Neither the California Owned Real Property Seller nor the Colorado Owned Real Property Seller own any real property fee simple title or any interest in real propertyany equipment or personal property located upon or attached to, except for or used in connection with, the leasehold interests created under California Owned Real Property or the real property leases identified Colorado Owned Real Property, respectively (including without limitation furniture, equipment, inventories, supplies, signs and other tangible personal properties of every kind that would be located at or used in Part 2.10(b)(i) connection with the operation, maintenance or ownership of the Disclosure Schedule (collectively, California Owned Real Property or the “Leased Properties”Colorado Owned Real Property). No Person has any written condemnation proceeding or oral agreement, option, understanding proposed action or commitment, or any right or privilege capable agreement for taking in lieu of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease condemnation with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties Owned Real Property is in good standing in all material respectspending or, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, all of threatened in writing. Since January 1, 2017, except as would not be material to the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate Company and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into its Subsidiaries taken as a whole, each of the Leased PropertiesOwned Real Property Sellers has been in compliance with all restrictive covenants and easements of record applicable to it. Since January 1, 2017, neither of the Owned Real Property Sellers has received written notice alleging a material violation of or material liability or potential material responsibility under any such restrictive covenant or easement of record that remains uncured. Except for the US Leases, none of the Owned Real Property Sellers is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Owned Real Property, and there are no other Persons, other than the Company occupying such Owned Real Property. There are no (i) unrecorded outstanding options, rights of first offer or first negotiation, or rights of first refusal entered into by the California Owned Real Property Seller or the Colorado Owned Real Property Seller in favor of any other Person to purchase the California Owned Real Property or the Colorado Owned Real Property, respectively, or any material portion thereof or material interest therein or (ii) unrecorded pending contracts for the sale or ground lease of the California Owned Real Property or the Colorado Owned Real Property or any portion thereof entered into by the California Owned Real Property Seller or the Colorado Owned Real Property Seller, respectively. Except as may be set forth in any document of record, to the Knowledge of the Company, the consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire the California Owned Real Property or the Colorado Owned Real Property, respectively, or any material portion thereof or material interest therein.

Appears in 1 contract

Samples: Securities and Asset Purchase Agreement (KAMAN Corp)

Real Property. The Acquired Companies do not Neither the Company nor any of its Subsidiaries own any real property or any fee simple interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than as set forth on Schedule 4.17. Except as set forth on Schedule 4.17, neither the Company nor any of its Subsidiaries leases disclosed in Part 2.10(b)(i) or subleases any real property other than as set forth on Schedule 4.17. Schedule 4.17 sets forth the street address of each parcel of real property leased or subleased by the Company and its Subsidiaries (the "Leased Property"). The Company has previously delivered to the Purchaser true and complete copies of all of the Disclosure Schedulelease and sublease agreements, as amended to date (the "Leases") relating to the Leased Property. Each such lease in respect The Company and each of its Subsidiaries enjoys a peaceful and undisturbed possession of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in Property. All improvements located on the Leased Properties thereby demised andProperty are in a state of good maintenance and repair and in a condition adequate and suitable for the effective conduct therein of the business conducted and proposed to be conducted by the Company and its Subsidiaries. No person other than the Company and its Subsidiaries has any right to use or occupy any part of the Leased Property. The Leases are valid, subject binding and in full force and effect, all rent and other sums and charges payable thereunder are current, no notice of default or termination under any of the Leases is outstanding, no termination event or condition or uncured default on the part of the Company or any of its Subsidiaries or, to the Enforceability ExceptionsSellers' knowledge, on the part of the landlord or sublandlord, as the case may be, thereunder, exists under the Leases, and no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition. In the event that any of the Leases is a sublease, the Company or its Subsidiaries, as sublessee or sublessor, as the case may be, has obtained the required consent of the prime landlord to such sublease, and to the Sellers' knowledge, such prime lease is in full force and effect without amendmenteffect, there are no outstanding uncured notices of default or termination, and no right of the Company or any of its Subsidiaries in any such sublease conflicts with such prime lease. There are no subleases, licenses or other agreements granting to any person other than the Company or any of its Subsidiaries any right to the possession, use, occupancy or enjoyment of the premises demised by the Leases. All of the premises are used in the conduct of the Company's and its Subsidiaries' business. The heating, ventilation, air conditioning, plumbing and electrical systems at the Leased Property will be in good working order and repair on the Closing Date (except as disclosed set forth on Schedule 4.17C hereof). Except as set forth on Schedule 4.17C, neither the Company nor any of its Subsidiaries has experienced any material interruption in Part 2.10(b)(ii) such services provided to any of the Disclosure SchedulePremises within the last year. With respect NAP Properties, Ltd. has no, and the to each lease in respect the best of Seller's knowledge, no landlord under any of the other Leases has any plans to make any material alterations to any of the other Leased Property, the construction of which would interfere with the use of any portion of the Leased Property. NAP Properties: , Ltd. has no, and the to the best of Seller's knowledge, no landlord under any of the other Leases has any plans to make any material alterations to any of the buildings in which Leased Property is located, the costs of which alterations would be borne in any part by a tenant under the applicable Lease. All material permits, licenses, franchises, approvals and authorizations (icollectively, the "Real Property Permits") of all rents governmental authorities having jurisdiction over each Leased Property and additional rents due from all insurance companies and payable fire rating and other similar boards and organizations (collectively, the "Insurance Organizations"), required or appropriate are set forth on Schedule 4.17D and have been issued to the Company or its Subsidiaries to enable each Leased Property to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are, as of the date hereof, in full force and effect. Neither the Sellers nor the Company or any of this Agreement have its Subsidiaries has received or been paid, (ii) no waiver, indulgence or postponement informed by a third party of the lessee’s obligations has been granted receipt by the lessorit of any notice from any governmental authority having jurisdiction over any Leased Property or from any Insurance Organization threatening a suspension, (iii) there exists no event revocation, modification or cancellation of default under such leaseany Real Property Permit or of any insurance policies and, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge best knowledge and belief of Sellers, there is no basis for the issuance of any such notice or the taking of any such action. Sellers know of no action required by Sellers or the Company or any of its Subsidiaries in order for all Real Property Permits and liability and casualty insurance policies required under any of the Acquired CompaniesLeases to remain Real Property Permits and insurance policies of Purchaser. Neither Sellers nor the Company or any of its Subsidiaries have received any notice nor have they any knowledge of any pending, all threatened or contemplated condemnation proceeding affecting any Leased Property or any part thereof. There are no liabilities (other than rent and other sums, charges and obligations regularly payable and other obligations under the Leases, including, but not limited to insurance, taxes and utilities) associated with any of the covenants to be performed Leases including, without limitation, any liability under any Environmental Law or regulation, which is or which may become payable by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesPurchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Armor Holdings Inc)

Real Property. The Acquired Companies do not own any real property or any interest Except as set forth in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Section 3.9 of the Seller Disclosure Schedule (collectivelySchedules, as of immediately prior to the transfer of title to the OATS Facility described in Section 5.18, the “Leased Properties”)applicable Seller Entities will have good and valid title in fee to the OATS Facility, free and clear of all Liens, other than Permitted Liens and Liens that would not reasonably be expected to be material to the Business. No Person has any There are no written or oral agreementsubleases, optionlicenses, understanding concessions, occupancy agreements or commitment, or any right or privilege capable of becoming such for the purchase or sale from or other contractual obligations granting to any other Person the right of use or occupancy of the Acquired Companies of any real property. Part 2.10(b)(iOATS Facility and there is no Person (other than Seller) in possession of the Disclosure Schedule identifies all OATS Facility. The current use of the Leased Properties. None of the Acquired Companies is a party toOATS Facility is, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good in accordance with the certificates of occupancy relating thereto and valid leasehold estate in the Leased Properties thereby demised and, subject terms of any Permits relating thereto. Except as would not reasonably be expected to be material to the Enforceability ExceptionsBusiness, the OATS Facility and its current use, occupancy and operation by Seller and the structural facilities located thereon do not (a) constitute a nonconforming use or structure under, and are not in breach or violation of, or default under, any applicable building, zoning, subdivision or other land use or similar Law, or (b) otherwise violate or conflict with any covenants, conditions, restrictions or other contractual obligations, including the requirements of any applicable Lien thereto. There is no pending or, to the Knowledge of Seller, threatened condemnation Action that would preclude or materially impair the use of the OATS Facility. The OATS Facility is in full force good condition and effect without amendment, except as disclosed in Part 2.10(b)(ii) repair and is sufficient for the operation of the Disclosure ScheduleBusiness as conducted thereon in all material respects. With respect to each lease in respect As of the Leased Properties: date hereof, neither Seller nor any of its Subsidiaries have received within the two (i) all rents and additional rents due and payable as of 2)-year period prior to the date of this Agreement have been paidwritten notice of any material default under any restrictive covenants affecting the OATS Facility, (ii) and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default under any such restrictive covenants. There are no waiver, indulgence outstanding options or postponement rights of first refusal to purchase the OATS Facility or any portion thereof or interest therein. There is no pending construction on the OATS Facility. Except as set forth in Section 3.9 of the lessee’s obligations has been granted by the lessorSeller Disclosure Schedules, (iii) there exists are no event of default under such lease, service contracts or event, occurrence, condition or act which would become an event of default under such lease, and (iv) other agreements relating to the Knowledge use or operation of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesOATS Facility.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentex Corp)

Real Property. The Acquired Companies do Company does not own any real property Real Property and the Company is not a party to any option, agreement or other document pursuant to which the Company has the right or obligation to purchase or acquire title to or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Section 3.9 of the Company Disclosure Schedule identifies all sets forth a true and complete list of each Lease for Real Property executed by or binding upon the Company or its Subsidiaries, as lessor or lessee, sublessor or sublessee, landlord or tenant, or assignor or assignee (the “Real Property Leases”), relating to, and a true and complete description of, any Leased Real Property. Each of the Leased Properties. None of the Acquired Companies Real Property Leases is a party tolegal, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good valid and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is binding and in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted any Default thereof by the lessorCompany or its Subsidiaries or, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, all of the covenants to be performed by any other party under such lease have been fully performed. Each thereto and each of the Real Property Leases affords the Company or its Subsidiaries (whichever is a party thereto) peaceful and undisturbed possession of the Leased Properties Real Property which is adequate the subject matter of the applicable Real Property Lease subject to, and suitable in all material respects accordance with the terms of such Real Property Lease. The Leased Real Property constitutes the only Real Property leased by the Company or its Subsidiaries or otherwise used by the Company or its Subsidiaries in connection with the operation of their Business as currently conducted and as proposed to be conducted. There are no restrictions, prohibitions or limitations on the ability to assign, transfer, pledge, hypothecate or otherwise convey or dispose of the interest of the Company or its Subsidiaries under the Real Property Leases, except as provided in the Real Property Leases. Except for the purposes for which it is presently being used occupancy and one or more of the Acquired Companies have adequate rights of ingress and egress into each use of the Leased PropertiesReal Property by the Company or its Subsidiaries and except as set forth on Section 3.9 of the Company Disclosure Schedule, there are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Leased Real Property, and no Person or entity other than the Company or its Subsidiaries occupies or uses any portion of the Leased Real Property. True and complete copies of the Real Property Leases have been delivered or made available to Parent prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usi Holdings Corp)

Real Property. The Acquired Companies do Seller owns no Real Property. Schedule 4.12 lists all Real Property leased by Seller (the “Facilities”), showing location, rental cost, landlord, square footage and lease expiration date of each respective leased Real Property, together with details of any security deposit and other prepaid amounts owing in respect of each Real Property lease. To Seller’s Knowledge, the Real Property is not own subject to any real property rights of way, building use restrictions, exceptions, variances, reservations, or limitations on use of any interest in real propertynature, except for zoning laws and other land use restrictions, which would prohibit the leasehold interests created under the real property leases identified in Part 2.10(b)(i) operation of the Disclosure Schedule (collectivelySeller’s Business as presently conducted. Seller has heretofore delivered or made available to Buyer true, the “Leased Properties”). No Person has any written or oral agreementcorrect and complete copies of all Real Property leases, optionincluding all modifications, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Scheduleamendments and supplements thereto. Each such Real Property lease in respect of the Leased Properties is in good standing in all material respectsvalid, creates a good binding and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendmenteffect, and, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable set forth on Schedule 4.12, as of the date Closing all amounts currently owing pursuant to the Real Property leases will have been paid in full. Seller is not in default or breach in any material respect under any Real Property lease and no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any material event of default thereunder. Seller has not received notice of, nor has there been any, threatened default by any landlord under any Real Property lease. All required consents, approvals or authorization of, filing with, or notice to, any party to any Real Property Lease in connection with the transactions contemplated by this Agreement have been paid, (ii) no waiver, indulgence or postponement completed. All of the lessee’s obligations has been granted land, buildings, structures, plants, facilities and other improvements used by Seller in the lessorconduct of its business are included in the Real Property set forth on Schedule 4.12. All Facilities under lease by Seller are in good condition, (iii) there exists no event ordinary wear and tear excepted, and are sufficient for the current operations of default under such leasethe Business. No Facilities, nor the occupancy, maintenance or use thereof, is in violation of, or eventbreach or default under, occurrence, condition any Contract to which Seller is a party or act which would become an event of default under such lease, and (iv) to the Knowledge of Seller any Law, and no notice from any lessor, governmental body or other Person has been received by Seller claiming any violation of, or breach or default under, any Contract to which Seller is a party or Law, or requiring or calling attention to the Acquired Companiesneed for any work, all repairs, construction, alternation or installations. Seller has not placed or caused to be placed any Hazardous Substances on or under any of the covenants to be performed by any other party under such lease have been fully performed. Each Facilities, except in accordance with applicable laws governing the use, handling, storage or disposal of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesHazardous Substances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Encore Capital Group Inc)

Real Property. The Neither Acquired Companies do not own Company owns any fee interest in any real property or any interest in real property, except for the leasehold interests created under the . Schedule 6.8 sets forth a correct and complete list of all real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule which either Acquired Company holds a leasehold interest (collectivelysuch property, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure The Leased Real Property described in Schedule identifies 6.8 constitutes all of the Leased Properties. None real property currently used in the conduct of the Business, and the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid Companies’ leasehold estate interests in the Leased Properties thereby demised andReal Property are free and clear of Liens, subject except for Permitted Liens. All leases related to the Enforceability ExceptionsLeased Real Property (the “Lease Agreements”), is including all amendments and modifications thereto, are in full force and effect without amendmentand constitute the legal, except as disclosed in Part 2.10(b)(ii) valid and binding obligations of the Disclosure Schedule. With respect to each lease in respect of Acquired Company that is the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidlessee thereunder and, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performedthereto in accordance with its respective terms, except as enforceability may be limited by Creditors’ Rights. Each There are no contractual or legal restrictions that preclude or restrict the ability of the Acquired Companies to use such Leased Properties is adequate and suitable in all material respects Real Property for the purposes for which it is presently currently being used used. Except as set forth in Schedule 6.8, there are no subleases, assignments, occupancy agreements or other agreements granting to any Person (other than the Acquired Companies) the right of use or occupancy of any Leased Real Property, there is no Person (other than the Acquired Companies) in possession of any of such Leased Real Property, there exists no default (by landlord or tenant) under any lease documents, nor, to the Knowledge of the Acquired Companies, any event that with notice or lapse of time or both would constitute a default thereunder by either party, and one or more all rent has been paid current in accordance with the terms of such lease documents. Complete and correct copies of the Lease Agreements, together with any existing title opinions, surveys and appraisals in the possession of the Acquired Companies have adequate rights or any policies of ingress title insurance currently in force and egress into each in the possession of the Acquired Companies with respect to each parcel of Leased PropertiesReal Property, have heretofore been made available to Buyer Parties. For the avoidance of doubt, “Leased Real Property” as used herein includes the facilities located at 0000 XX 000, and 0000 XX 000 in Victoria, Texas, for which leases will commence on August 1, 2011.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Key Energy Services Inc)

Real Property. The Acquired Companies do Seller does not own any real property or possess any interest in real property, except for the leasehold interests Real Property and the leaseholds created under the real property leases Real Property Leases identified in Part 2.10(b)(iSchedule 1.1.1(a). Said Schedule 1.1.1(a) contains an accurate and complete description of the Disclosure Schedule (collectivelymonthly rental rate under each such Real Property Lease, the “Leased Properties”)termination date thereof, and extension periods thereunder. No Person Except for the members and guests, no person has any written or oral agreement, option, understanding or commitment, or right to occupy any right or privilege capable of becoming such for the purchase or sale from or to any part of the Acquired Companies of any real property. Part 2.10(b)(iClub, except for those subtenants, if any, identified in Schedule 1.1.1(a) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to(which, or under any agreement to become a party to, any lease with respect to real property each such sublease, identifies the monthly rental rate payable thereunder, the termination date thereof, extension periods, if any, thereunder and the use thereunder by the subtenant). The Club enjoys peaceful and undisturbed possession of the premises covered by each Real Property Lease, which premises are supplied with utilities and other than services reasonably necessary for the leases operation thereof. Except as otherwise disclosed in Part 2.10(b)(iSchedule 1.1.1(a), (a) of the Disclosure Schedule. Each all such lease in respect of the Leased Properties is in good standing in all material respects, creates a good Real Property Leases and subleases are legally valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is and binding and are in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: effect; (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iiib) there exists no event of default under such lease, have not been and there currently are not any material defaults thereunder by Seller or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under thereto; (c) no event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default thereunder entitling the landlord or tenant (as the case may be) or any other party to terminate any such lease have Real Property Lease or sublease, and (d) the real property, any improvements thereon and the uses thereof that are the subject of such Real Property Leases or subleases conform with all applicable ordinances, regulations and building, zoning and other applicable laws. There has been no substantial damage to any portion of the Real Property caused by fire or other casualty which has not been fully performedand completely repaired or restored. Each Seller has not received written notice of any proposed action or proceeding by any governmental agency, body or other authority to modify or amend the Leased Properties is adequate and suitable in all material respects for zoning statutes, ordinances, regulations or laws, including any conditional use permits, applicable to any such leased facilities, which would materially impair the purposes for which it is presently use of such leased facilities as currently being used or materially detract from the value thereof. Seller has not received written notice of any proposed action or proceeding commenced by any private person which would materially impair the use of such leased facilities as currently being used or materially detract from the value thereof. Schedule 1.1.1(a) also describes the amount of all deposits (including security and one utilities deposits) under the Real Property Leases and subleases paid by or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesto Seller with respect to its Health/Fitness Business and/or catering business, as applicable.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Sports Club Co Inc)

Real Property. Except for Permitted Encumbrances, the Company and its Subsidiaries have good and marketable title interests to all real property owned by them ("OWNED REAL PROPERTY") or used in the conduct of their respective businesses as currently conducted ("LEASED REAL PROPERTY") or reflected in the Interim Financial Statement, free and clear of all Encumbrances. The Acquired Companies do buildings and other structures located on the Owned Real Property are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities. Except as set forth in the Company Disclosure Schedule, there are no persons in possession of, or having a right to possession of, any part of the Owned Real Property other than the Company or its Subsidiary, as the case may be; and the Company is not own a party to any real contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The owners of fee simple title to the Owned Real Property are set forth in the Company Disclosure Schedule. Neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affects the Owned Real Property, and no such special Taxes, levies or assessments are in existence, pending or, to the Knowledge of the Company, contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any portion thereof, that would materially adversely impair the use, occupancy or operation of the Owned Real Property. No materials have been furnished to the Owned Real Property or any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic's, materialman's or other Liens against such property or any interest in real propertyportion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the Owned Real Property, except and no buildings, structures or other improvements or appurtenances thereto owned by others encroach onto or under the Owned Real Property. The Owned Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened, termination of such access. The Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or similar agreements to which the Company or any Subsidiary is a party, which are for the leasehold interests created use or occupancy of real estate owned by a third party and are used in the operation of the business of the Company or Subsidiary (the "REAL PROPERTY LEASES") (accurate copies of which have previously been furnished to Purchaser), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the real Real Property Leases; (ii) the street address or legal description of each property leases identified in Part 2.10(b)(icovered thereby; and (iii) a brief description (including approximate size and function) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Scheduleprincipal improvements and buildings thereon. Each such lease in respect of the Leased Properties Real Property Lease is in good standing in all material respectslegal, creates a good valid, binding, enforceable and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendmentagainst the Company or its Subsidiary, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedulecase may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and equitable principles. With respect to each lease in respect parcel of the Leased PropertiesReal Property: (i) all rents improvements, buildings and additional rents due systems on any such parcel are in operational condition, consistent with the age and payable as prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the date of this Agreement have been paid, business as currently conducted at such facilities; (ii) no waiverneither the Company nor any Subsidiary has received any notice of any special Tax, indulgence levy or postponement of the lessee’s obligations has been granted by the lessorassessment for benefits or betterments that affect any such parcel and, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, all no such special Taxes, levies or assessments are pending or contemplated; and (iii) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the covenants to be performed by any other party under Company, threatened termination of such lease have been fully performedaccess. Each None of the Leased Properties is adequate and suitable in all material respects for Permitted Encumbrances substantially interferes with the purposes for which it is presently being used and one or more conduct of the Acquired Companies have adequate rights of ingress and egress into each of business as currently conducted by the Leased PropertiesCompany or any Subsidiary.

Appears in 1 contract

Samples: Stock Purchase Agreement (Key Components LLC)

Real Property. The Acquired Companies do not own any No real property is owned by the Company or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Subsidiary. Schedule 5.10 of the Disclosure Schedule lists all real property used or held for use by the Company or any Subsidiary thereof which is leased by the Company or any Subsidiary thereof from third parties (collectively, the “Leased PropertiesReal Property”), and indicates the owners of the Leased Real Property. No Person Each of the Company and the Subsidiaries thereof is the sole legal and equitable owner of the leasehold interest it holds in the Leased Real Property and possesses a valid leasehold interest thereto, free and clear of all Liens (other than Permitted Liens) that could impair the ability of the Company or a Subsidiary thereof to realize the benefits of the rights provided to it under any lease, and the right to quiet enjoyment of such Leased Real Property. Accurate and complete copies of all existing lease agreements with respect to the Leased Real Property as of the Closing Date have heretofore been delivered to the Purchaser. Neither the Company nor any Subsidiary thereof has exercised any option to purchase any parcel of Leased Real Property. The Leased Real Property constitutes the only real property used or occupied by the Company or any Subsidiary thereof in the conduct of the Business. Other than the Real Estate Lease, there are no leases, subleases, licenses, concessions or other agreements, written or oral agreementoral, option, understanding granting to any party or commitmentparties the right of use or occupancy of any portion of any parcel of the Leased Real Property, or any right options or privilege capable rights of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease first refusal with respect to real property other thereto. Other than the leases disclosed in Part 2.10(b)(i) as set forth on Schedule 5.10 of the Disclosure Schedule. Each such lease , there are no parties (other than the Company or any Subsidiary thereof) in respect possession of the Leased Properties is in good standing in all material respects, creates a good Real Property and valid leasehold estate in the Company and its Subsidiaries thereof enjoy peaceful and undisturbed possession of the Leased Properties thereby demised andReal Property, subject to the Enforceability Exceptions, is in full force terms and effect without amendment, except as disclosed in Part 2.10(b)(ii) conditions of the leases set forth on Schedule 5.10 of the Disclosure Schedule, including the Real Estate Lease. With respect to each lease The buildings, plants, structures and fixtures located on the Leased Real Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors, are in respect good condition and repair for their present use in the operation of the Leased Properties: Business (ireasonable wear and tear excepted). To the knowledge of Earnshaw, within the last twelve (12) all rents and additional rents due and payable as of the date of this Agreement have been paidmonths, (ii) no waiver, indulgence or postponement of the lessee’s obligations notice from any Governmental Authority has been granted received by the lessorCompany or any Subsidiary thereof or has been served upon the Leased Real Property requiring or calling attention to the need for any work, (iii) there exists repair, construction, alteration or installation on or in connection with the Leased Real Property. To the knowledge of Earnshaw, no event of default under such leasenotice has been received by the Company or any Subsidiary thereof or has been served upon the Real Property stating that, and Earnshaw has no knowledge that, the buildings and improvements on the Leased Real Property, or eventthe Business as presently conducted thereon by the Company or any Subsidiary thereof, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by are not in compliance with any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesapplicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ebix Inc)

Real Property. The Acquired Companies do not own No member of Parent Group owns any real property or any interest in real property, except for the leasehold interests created under the nor has any such Person ever owned any real property. The Parent SEC Reports describe all real property leases identified in Part 2.10(b)(i) currently leased, subleased or licensed by or from each member of Parent Group or otherwise used or occupied by the Disclosure Schedule each member of Parent Group (collectively, the “Parent Leased PropertiesReal Property”). No Person has any written All leases, lease guaranties, subleases, agreements for the leasing, use or oral agreement, option, understanding or commitmentoccupancy of, or any otherwise granting a right in or privilege capable relating to the Parent Leased Real Property, and all amendments, terminations and modifications thereof, are attached as exhibits to the Parent SEC Reports (collectively, the “Parent Lease Agreements”). A member of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies Parent Group currently occupies all of the Parent Leased PropertiesReal Property for the operation of its business. None of the Acquired Companies is a party toThere are no other parties occupying, or under any agreement with a right to become a party tooccupy, any lease the Parent Leased Real Property. No member of Parent Group owes brokerage commissions or finders’ fees with respect to any such Parent Leased Real Property or would owe any such fees if any existing Parent Lease Agreement were renewed pursuant to any renewal options contained in such Parent Lease Agreements. The applicable member of Parent Group has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property other than that are no longer in effect and has no continuing liability with respect to such terminated agreements. To the leases disclosed in Part 2.10(b)(i) Knowledge of Parent, the Disclosure Schedule. Each such lease in respect of the Parent Leased Properties Real Property is in good standing in all material respectsoperating condition and repair, creates a good free from structural, physical and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptionsmechanical defects, is maintained in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With a manner consistent with standards generally followed with respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leasesimilar properties, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate structurally sufficient and otherwise suitable in all material respects for the purposes for which it conduct of Parent Group’s business. Neither the operation of Parent Group on the Parent Leased Real Property nor, to Parent’s Knowledge, such Parent Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such Parent Leased Real Property or operations thereon, and any such non-violation is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesnot dependent on so-called non-conforming use exceptions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EnteroMedics Inc)

Real Property. The Acquired Companies do not own any (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a complete list of (i) all real property or any interest and interests in real property, except for including improvements thereon and easements appurtenant thereto owned by the leasehold interests created under Company and the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule Subsidiaries (individually, an “Owned Property” and collectively, the “Leased Owned Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiverall real property and interests in real property leased or licensed by the Company and the Subsidiaries (individually, indulgence a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or postponement lessor, including a description of each such Real Property Lease (including the name of the lessee’s obligations has been granted by third party lessor or lessee and the lessordate of the lease or sublease and all amendments thereto). The Company and the Subsidiaries have good and marketable title to all Owned Property, free and clear of all Liens of any nature whatsoever, except (iiiA) there exists no event those Liens set forth on Section 3.14(a) of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, the Company Disclosure Schedule and (ivB) to Permitted Exceptions. The Company Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the Knowledge business of the Acquired Companies, all Company and the Subsidiaries and which are necessary for the continued operation of the covenants business of the Company and the Subsidiaries as the business is currently conducted and as currently proposed to be performed by any other party under such lease have been fully performedconducted. Each All of the Leased Company Properties is adequate and suitable buildings, fixtures and improvements thereon (i) are in good operating condition (subject to normal wear and tear and other impairments of value that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect) and (ii) are suitable, sufficient and appropriate in all material respects for the purposes for which it is presently being used their current and one or more contemplated uses. None of the Acquired Companies have adequate improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to Parent true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, rights of ingress and egress into each first refusal, options to purchase or rights of occupancy, except the Real Property Leases set forth on Section 3.14(a) of the Leased PropertiesCompany Disclosure Schedule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (STARLIMS Technologies LTD)

Real Property. The Acquired Companies do not own any (a) Section 3.16(a) of the Company Disclosure Letter sets forth a list, as of the date hereof, of (i) the real property owned by the Company or any interest in Company Subsidiary (the “Company Owned Real Property”), including the legal description thereof and the identity of the Company or Company Subsidiary that owns such property, and (ii) each Contract (the “Company Leases”) pursuant to which the Company or any Company Subsidiary leases, subleases, licenses or otherwise uses and occupies any real property, other than the Company Owned Real Property (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), including the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. With respect to the Company Owned Real Property, except as would not reasonably be expected to materially interfere with the use (or, with respect to the Allegheny Test Track Land, the development and use of that land for purposes of operating a test track) of such Company Owned Real Property, the Company or the applicable Company Subsidiary has good and valid title to the Company Owned Real Property, free and clear of any Liens, except for the leasehold interests created under the real property leases identified Permitted Liens. Except as set forth in Part 2.10(b)(iSection 3.16(a) of the Company Disclosure Schedule (collectivelyLetter, neither the “Leased Properties”). No Person Company nor any Company Subsidiary owns or has ever owned any written or oral agreementreal property, option, understanding or commitment, or nor is it party to any right or privilege capable of becoming such for the agreement to purchase or sale from or to any of the Acquired Companies of sell any real property. Part 2.10(b)(i) With respect to the Company Leases, except as would not reasonably be expected to materially interfere with the use or occupancy of the Disclosure Schedule identifies all Company Leased Real Property by the Company and the Company Subsidiaries or materially increase the obligations or materially decrease the rights of the Leased Properties. None of Company and the Acquired Companies Company Subsidiaries thereunder, each such Company Lease is a party tovalid, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed binding and in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good full force and valid leasehold estate in the Leased Properties thereby demised andeffect, subject to the Enforceability ExceptionsLimitations, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) no uncured default of a material nature on the part of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidCompany or, (ii) no waiverif applicable, indulgence or postponement of the lessee’s obligations has been granted by the lessorany Company Subsidiary or, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, all the landlord or licensor thereunder exists with respect to any such Company Lease. Except as set forth in Section 3.16(a) of the covenants to be performed Company Disclosure Letter, the execution and delivery by any other party under such lease have been fully performed. Each the Company of this Agreement do not, and the consummation of the Transactions will not, conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, modification, cancellation, first offer, first refusal or acceleration of any material obligation or to the loss of a material benefit or right under, any Company Lease. Neither the Company nor any Company Subsidiary is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions by the Company or any Company Subsidiary, and no such commission is owed with respect to any of the Company Real Property. Neither the Company nor any Company Subsidiary could be required to perform any alteration, construction or remediation to cause any Leased Properties is adequate Real Property to comply with the surrender conditions set forth in any Company Lease that would exceed $600,000 for any Leased Real Property individually. The Company and suitable the Company Subsidiaries have performed in all material respects for all of their material obligations under any termination agreements pursuant to which the purposes for which it is presently being used Company or any such Company Subsidiary has terminated any leases of real property that are no longer in effect and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertieshas no continuing material liability with respect to such terminated real property leases.

Appears in 1 contract

Samples: Stock Purchase and Agreement and Plan of Merger (Reinvent Technology Partners Y)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under CTF Entities has any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised Real Property and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) the CTF Disclosure Letter, none of the CTF Entities has any other interest in any Real Property. Each CTF Entity enjoys peaceful and undisturbed possession of each interest it has in the Real Property disclosed in the CTF Disclosure Schedule. With Letter and there are no disputes with respect to any Material Contract relating to the Real Property disclosed in the CTF Disclosure Letter. No CTF Entity owes any brokerage commissions or finder’s fees with respect to any Material Contract relating to the Real Property disclosed in the CTF Disclosure Letter. Each CTF Entity is in full compliance with its obligations under each lease Material Contract relating to the Real Property disclosed in respect the CTF Disclosure Letter and the rights of the Leased Properties: (i) all rents and additional rents due and payable as CTF Entity thereunder are not subordinate to the rights of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations any third party. No CTF Entity has been granted by the lessor, (iii) there exists no event received any written notice of default under such leaseany Material Contract relating to Real Property disclosed in the CTF Disclosure Letter, or eventnor is involved in any dispute with any third party thereunder. To the knowledge of CTF and except as disclosed in the CTF Disclosure Letter, occurrencethe Real Property in which any CTF Entity has an interest is in compliance with all applicable building, condition or act which would become an event of default under such leasezoning, subdivision, health and safety and other land use Laws and all insurance requirements affecting the Real Property, and (iv) to the Knowledge current use and occupancy of the Acquired Companies, all Real Property and operation of the covenants CTF Entity’s business thereon do not violate any applicable Law, except where the failure to be performed by any other party under such lease comply would not have been fully performeda Material Adverse Effect on the CTF Entities. Each of the Leased Properties is adequate CTF Entity has all easements and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each necessary for utilities and services and for all operations conducted on any Real Property in which it has any interest. To the knowledge of CTF, the current use and occupancy of the Real Property in which any CTF Entity has an interest and the operation of the CTF Entity’s business as currently conducted thereon do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Real Property. Except as disclosed in the CTF Disclosure Letter, all certificates of occupancy and Permits (“Leased PropertiesProperty Permits”) of all Governmental Entities, boards of fire underwriters, associations or any other entity having jurisdiction over the Real Property in which any CTF Entity has any interest that are required or appropriate to use or occupy the Real Property or operate the CTF Entity’s business as currently conducted thereon, have been issued and are in full force and effect, except where the failure to hold such Leased Property Permit would not reasonably have a Material Adverse Effect on the CTF Entity. No CTF Entity has received any notice from any Governmental Entity or other Person having jurisdiction over the Real Property in which any CTF Entity has any interest threatening a suspension, revocation, modification or cancellation of any Leased Property Permit and there is no basis for the issuance of any such notice or the taking of any such action.

Appears in 1 contract

Samples: Arrangement Agreement (Fleetcor Technologies Inc)

Real Property. SGM does not own, in whole or in part, any real property. Schedule 4(k) of the Disclosure Schedule sets forth a complete and accurate list of the Leased Real Property. The Acquired Companies do Leased Real Property identified on Schedule 4(k) of the Disclosure Schedule comprises all of the real property owned, leased, occupied or used by SGM. SGM is not own a party to any contract, agreement or other obligation to purchase or lease any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure therein not listed on Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i4(k) of the Disclosure Schedule. Each such lease The real property located at 00 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 (“Real Property”) and all buildings, structures, facilities, fixtures and other improvements thereon (collectively, the “Improvements”) are in respect good working condition and repair (normal wear, tear and maintenance excepted) and are suitable for the operation of the Leased Properties is in good standing in all material respectsBusiness as currently conducted. To the Knowledge of Sellers, creates a good and valid leasehold estate there are no facts, circumstances or conditions affecting any of the Improvements that would, individually or in the Leased Properties thereby demised andaggregate, subject interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business as currently conducted. SGM has not received notice of any condemnation, expropriation, eminent domain, zoning or other land use proceeding relating to any portion of the Enforceability Exceptions, is in full force and effect without amendment, except Real Property that would adversely affect the current use or occupancy thereof or SGM’s interest therein. Except as disclosed in Part 2.10(b)(iiset forth on Schedule 4(k) of the Disclosure Schedule, the Improvements and, to the Knowledge of Sellers, the Real Property are in material compliance with all applicable Laws, Permits, orders and restrictions of any Governmental Authority, including those relating to zoning, land use, safety, health, access and easements, and all insurance requirements affecting the Real Property and the Improvements (collectively, the “Real Property Laws”). With respect SGM has not received any notice of violation of any Real Property Law. Other than the Food and Drug Administration license relating to each lease in respect the operation of the Leased Properties: Business at the Real Property, and those permits and licenses set forth on Schedule 4(k) of the Disclosure Schedule, which have not been obtained by SGM as of the Closing Date, there are no Permits required by any Governmental Authority in connection with the use and occupancy of the Real Property except those Permits previously obtained by SGM (i) all rents which Permits remain in force and additional rents due and payable effect as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement hereof and as of the lessee’s obligations has been granted by Closing Date, other than the lessor, (iii) there exists no event Food and Drug Administration license relating to the operation of default under such lease, or event, occurrence, condition or act which would become an event of default under such leasethe Business at the Real Property, and (ivthose permits and licenses set forth on Schedule 4(k) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performedDisclosure Schedule). Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate SGM has rights of ingress and egress into each of to and from a public street adjoining the Leased PropertiesReal Property or has access to a public street via easements benefitting SGM with respect to the Real Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mesa Laboratories Inc /Co)

Real Property. The Acquired Companies Company and its Subsidiaries do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i. Section 2.11(a) of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (collectively, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(iSection 2.11(a) of the Disclosure Schedule identifies all lists (a) the street address of each parcel of Leased Real Property; (b) if such property is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the Leased Propertiesterm of such lease or sublease for each leased or subleased property; and (c) the current use of such property. None The Company has Made Available a true and complete copy of all leases, lease guaranties, subleases, agreements for the Acquired Companies is a party toleasing, use or occupancy of, or under any agreement otherwise granting a right in or relating to become a party tothe Leased Real Property, any lease with respect to real property other than including all amendments, terminations and modifications thereof (collectively, the leases disclosed in Part 2.10(b)(i“Lease Agreements”). Except as set forth on Section 2.11(b) of the Disclosure Schedule. Each such lease in respect , (i) the Company and its Subsidiaries currently occupy all of the Leased Properties is in good standing in all material respectsReal Property for the operation of its business, creates and (ii) there are no other parties occupying, or with a good and valid leasehold estate in right to occupy, the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force Real Property. The use and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect operation of the Leased Properties: (i) all rents and additional rents due and payable as Real Property in the conduct of the date of this Agreement have been paidCompany’s business do not violate any Legal Requirement, (ii) no waivercovenant, indulgence condition, restriction, easement, license, permit or postponement agreement. To the Knowledge of the lessee’s obligations has been granted Company, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the Company (for the avoidance of doubt, all material improvements constituting a part of the Leased Real Property are on real property owned by the lessorCompany’s or its Subsidiaries’ respective landlord for each such parcel of Leased Real Property). There are no Actions pending nor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, all of the covenants to be performed by any other party under such lease have been fully performed. Each of threatened against or affecting the Leased Properties is adequate and suitable Real Property or any portion thereof or interest therein in all material respects for the purposes for which it is presently being used and one nature or more in lieu of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiescondemnation or eminent domain proceedings.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Crexendo, Inc.)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i(a) Section 3.12(a) of the Disclosure Schedule sets forth the addresses of all real property and improvements owned by any member of the Company Group (collectively, the “Leased PropertiesOwned Real Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any Each member of the Acquired Companies Company Group owning Owned Real Property has good and valid title and ownership of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease record with respect to real property other than such Owned Real Property in accordance with the leases disclosed Applicable Laws of the jurisdiction in Part 2.10(b)(iwhich the Owned Real Property is located, subject to Permitted Liens. Except as set forth on Schedule 3.12(a) of to the Disclosure Schedule. Each such lease , the Owned Real Property is free from material patent, and to the Company Group’s Knowledge, latent defects, has been maintained in respect of the Leased Properties accordance with normal and applicable industry practice, is in good standing in all material respects, creates a good operating condition and valid leasehold estate in the Leased Properties thereby demised andrepair, subject to the Enforceability Exceptionsnormal wear and tear, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect requires no work or improvements to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leasebring it into compliance with any Applicable Law, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate suitable and suitable in all material respects sufficient for the purposes for which it is used, held for use and presently being proposed to be used. The Owned Real Property is not in the possession of any adverse possessors. The Owned Real Property is used in a manner consistent with and one or more permitted by applicable zoning ordinances and other Applicable Laws without special use permits. The Owned Real Property is served by all water, sewer, electrical, telephone, drainage and other utilities required for the purposes for which it is used, held for use and presently proposed to be used. The continued maintenance and operation of the Acquired Companies have adequate rights Owned Real Property as currently maintained and operated is not dependent on facilities located at other property, and the continued maintenance and operation of ingress and egress into each any other property is not dependent on facilities located on the Owned Real Property. No building or other improvement not part of the Leased PropertiesOwned Real Property relies on the Owned Real Property or any part thereof or any interest therein to fulfill any requirement of any Governmental Entity, and no building or other improvement on the Owned Real Property relies on any property not included within the Owned Real Property to fulfill any requirement of any Governmental Entity. There exists no material violation by any member of the Company Group or, to the Company Group’s Knowledge, by a third party of any covenant, condition, restriction or easement affecting any portion of the Owned Real Property.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hydrofarm Holdings Group, Inc.)

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Real Property. Leases. The Acquired Companies do not own the Real Property listed in Schedule 3(k) The Companies have good title to such Real Property, which is free and clear from any real property Lien, including restrictions on transfer to anyone at any time. The Real Property has been constructed in accordance with all applicable building and cadastral regulations. The architectural drawings and specifications related to the premises owned by the Companies in Izmir have been delivered to the Purchaser. Schedule 3(k) sets forth a true and complete list of each lease of premises executed by or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to binding upon any of the Acquired Companies of any real property. Part 2.10(b)(ias lessee, sub-lessee, tenant or assignee in addition to the Sublease (the "Leased Premises") setting forth in each case a brief description of the Disclosure Schedule identifies all of premises covered thereby, the Leased Properties. None of rental payable thereunder and the Acquired Companies is a party to, or under term (including any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(iextensions available) of the Disclosure Schedulethereunder. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect on the date hereof without amendment, except as disclosed in Part 2.10(b)(ii) any default or breach thereof by any of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence Companies or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease thereto and constitutes a valid and binding obligation on the part of the Companies and all other parties thereto, enforceable in accordance with its terms. Neither the Company nor the Subsidiary or the Seller have been fully performedreceived any notice of or writing referring to any requirements or recommendations by any insurance company which has issued a policy covering any part of any Leased Premises or Real Property or by any board of fire underwriters or earthquake specialists or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of any Leased Premises or Real Property. Each of the Companies enjoy peaceful and undisturbed possession of the Leased Properties Premises. There is adequate no outstanding and suitable unobserved or unperformed material obligation with respect to the Leased Premises necessary to comply with the requirements of any Governmental Entity. The transactions contemplated by the Agreement will not result in the termination of any Lease on Real Property entered into by the Companies and, immediately after the Closing Date, all Leases will continue in full force and effect in accordance with the law and the terms and provisions of the respective lease agreements. None of the Companies has received notice of and, to the Seller's Best Knowledge, no portion of the Real Property or Leased Premises is subject to, any pending condemnation proceeding by any public or quasi-public authority and, there is no threatened condemnation proceeding with respect thereto. Each of the properties constituting the Real Property and Leased Premises is supplied with utilities and other services necessary for the operation of the facilities located thereon as presently conducted. Except as set forth on Schedule 3(k), none of the Companies has sublet, underlet or assigned any portion of the Real Property or Leased Premises and no third party is in possession of any portion of the Real Property or Leased Premises. The structures, improvements and fixtures at or upon the Real Property and Leased Premises, including, but not limited to, roofs and structural elements thereof and the electrical, plumbing, heating, ventilation, air conditioning and similar units and systems, have to date been maintained in a reasonable manner for the conduct of the Business and are in reasonable operating condition to allow the Business to continue to be conducted as heretofore conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course of business consistent with past practice. None of the Companies has received written notice of any assessments, and has any knowledge of any pending assessments, affecting the Leased Premises or Real Property. Except as set forth on the Schedule 3(k) hereto, the use of the Leased Premises and Real Property conforms in all material respects for the purposes for which it is presently being used with all covenants and one or more of the Acquired Companies have adequate rights of ingress restrictions and egress into each all applicable building, zoning, environmental, land use and other Laws and no failure of the Leased PropertiesPremises or Real Property or their use to so conform will have a Material Adverse Change on any of the Companies.

Appears in 1 contract

Samples: Share Purchase Agreement (Technitrol Inc)

Real Property. The Acquired Companies do not own Neither Emmis, with respect to the Mediaco Business, nor Mediaco, owns any real property or any interest in real property, except for . Schedule 5.10(a) sets forth an accurate and complete list of (A) the leasehold interests created under address (or other identifying description) and (B) the identity of the lessor and lessee of each parcel of real property leases identified in Part 2.10(b)(i) of leased by Mediaco following the Disclosure Schedule Distribution (collectively, the “Mediaco Leased PropertiesReal Property”). No Person True, correct and complete copies of the Real Estate Leases and all amendments, modifications, supplements, extensions and memoranda thereof, have been delivered by Emmis to Purchaser. All buildings, structures and improvements located on such Mediaco Leased Real Property are in good condition and repair, ordinary wear and tear excepted, except if the failure to meet such standards would not materially and adversely impair the use of any such real property as currently used by the Mediaco Business. At Closing, upon the receipt of any required consents, Mediaco will have a good and valid and binding leasehold interest in each parcel of Mediaco Leased Real Property, free and clear of any material Encumbrances other than Permitted Encumbrances. Except for the Real Estate Leases, neither Emmis, with respect to the Mediaco Business, nor Mediaco, is a party to any Lease for real property. Except as set forth on Schedule 5.10(a), neither Emmis, with respect to the Mediaco Business, nor Mediaco has subleased, licensed or otherwise granted to a third party any written material right to possess, use or oral agreement, option, understanding occupy all or commitmentany portion of the Mediaco Leased Real Property. Mediaco is not in default under, or in breach of, any right of the Real Estate Leases or privilege capable of becoming such for the purchase or sale from or Permitted Encumbrances, and to Emmis’ Knowledge, no other party to any of the Acquired Companies of Real Estate Leases or Permitted Encumbrances is in default under, or in breach of, any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased PropertiesReal Estate Leases or Permitted Encumbrances. None of the Acquired Companies No condemnation proceeding is a party to, or under any agreement to become a party to, any lease pending with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Mediaco Leased Properties is in good standing in all material respectsReal Property and to Emmis’ Knowledge, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With no condemnation proceeding has been threatened with respect to each lease in respect of the any Mediaco Leased Properties: Real Property. Neither Emmis nor, to Emmis’ Knowledge, any other party to any Real Estate Lease has exercised any option or right to (i) all rents and additional rents due and payable as of the date of this Agreement have been paidterminate such Real Estate Lease, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessorlease additional premises, (iii) there exists no event of default under reduce or relocate the premises demised by such lease, Real Estate Lease or event, occurrence, condition or act which would become an event of default under such lease, and (iv) purchase any real property pursuant to the Knowledge of the Acquired Companies, any Real Estate Lease. The Mediaco Leased Real Property constitutes all of the covenants real property that is necessary to be performed by any conduct and operate the Mediaco Business as currently conducted and operated and there are no other party under such lease have been fully performedLeases needed for the Mediaco Business as currently conducted and operated. Each of the The Mediaco Leased Properties Real Property is adequate and suitable in compliance in all material respects for the purposes for with all applicable Laws and to Emmis’ Knowledge there are no pending or contemplated, zoning changes, variances, or special zoning exceptions, conditions or agreements affecting or which it is presently being used and one or more would reasonably be expected to affect any portion of the Acquired Companies have adequate rights of ingress and egress into each of the Mediaco Leased PropertiesReal Property.

Appears in 1 contract

Samples: Contribution and Distribution Agreement (Emmis Communications Corp)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under Company owns the real property leases identified in Part 2.10(b)(ion Schedule 7.1 (j) of the Disclosure Schedule (collectively, the “Leased Owned Real Estate Properties”). No Person (i) The Company has full and complete ownership to all parcels of the Owned Real Estate Properties, free and clear of all Encumbrances other than easements, rights-of-way and similar encumbrances which do not, taken together, detract from the value of, or materially interfere with the present use of, any Owned Real Estate Properties or materially impair the ability of the Company to use any such Owned Real Estate Properties in the operation of its business; (ii) no promise or option (including promise or option to sell), right of first refusal, preferential right, mortgage or call option has been granted over the Owned Real Estate Properties, it being understood that the Owned Real Estate Properties may be subject, as the case may be, to some rights of first refusal or dispossession in favor of local authorities (such as, in particular, DUP, ZAD and ZAD temporary perimeter, SAFER, etc.) pursuant to general implementing regulations (textes d’application générale). Schedule 7.1 (j) sets forth a true, accurate and complete list of all leases (including any subleases) and use, rental or occupancy agreements (the “Leases”) pursuant to which the Company leases property as of the date hereof. All rents and other amounts due by the Company pursuant to the terms of such leases have been fully paid when due, and the Company is not in breach of any such lease. To the knowledge of the Seller, all buildings, structures, improvements and fixtures owned, leased or used by the Company are in good operating condition and repair, structurally sound and adequate and suitable for the purposes for which they are presently being used. The Company has not received any written notice from any Governmental Authority or oral agreementother Person regarding any “mise en conformité” or other material alterations, option, understanding repairs or commitment, or any right or privilege capable of becoming such for modifications required to be made by the purchase or sale from or Company to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Propertiessuch buildings, structures, improvements or fixtures. None of the Acquired Companies Owned Real Estate Properties (i) is a party subject to: any lease, sublease, license or under other agreement granting to any agreement to become a party toPerson, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) Company, any right to the use or occupancy of such property or any portion thereof, with the exception of the Disclosure Schedule. Each such lease right of Atmel France to use premises in respect connection with the operation of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidFingerChip business, (ii) no waiveris subject to any government decree or order or other Judgment requiring its sale or any pending or, indulgence or postponement to the knowledge of the lessee’s obligations has been granted by the lessorSeller, (iii) there exists no event threatened expropriation, condemnation, seizure or exercise of default under such leaseenvironment domain or similar proceeding, or eventor, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesSeller, all of the covenants to be performed by (iii) violates any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable zoning laws (lxxx sur l’urbanisme) in all any material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesrespect.

Appears in 1 contract

Samples: Share Purchase Agreement (Atmel Corp)

Real Property. The Acquired Companies do Company does not own any real property or property, nor has the Company ever owned any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) . Section 2.11 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (collectively, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Section 2.11 of the Disclosure Schedule identifies sets forth a list of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor and/or lessee the date and term of the lease, license, sublease or other occupancy right, the aggregate annual rental payable thereunder, the amount of any deposit or other security or guarantee granted in connection with any such lease, license, sublease or other occupancy right, and all amendments, terminations and modifications thereof (collectively, the “Lease Agreements”). The Company currently occupies all of the Leased PropertiesReal Property for the operation of its business. None of the Acquired Companies is a party toThere are no other parties occupying, or under any agreement with a right to become a party tooccupy, any lease the Leased Real Property. The Company does not owe brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property other than the leases disclosed that are no longer in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good effect and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With has no continuing liability with respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to terminated agreements. To the Knowledge of the Acquired CompaniesCompany, all the Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the covenants to be performed by any other party under such lease have been fully performedCompany’s business. Each Neither the operation of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of Company on the Leased PropertiesReal Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such Leased Real Property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EnteroMedics Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(iSchedule ARTICLE III(mm)(1) of the Seller Disclosure Schedule is a complete and accurate list of all real property owned by the Company or which will be owned by the Company on the Closing Date (the "Owned Real Property"). Schedule ARTICLE III(mm)(2) of the Seller Disclosure Schedule is a complete and accurate list of all leases, subleases, licenses and other agreements (collectively, the "Real Property Leases") under which the Company uses or occupies any real property (the land, buildings and other improvements covered by the Real Property Leases being herein called the "Leased Real Property" and together with the Owned Real Property and the U.S. Forest Service Properties, the "Real Property"). No Person The Company has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for delivered to the purchase or sale from or to any Purchasers copies of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing Real Property Leases which are true and correct in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, . Each Real Property Lease is in full force and effect without amendmentand neither the Company nor, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, any other party to such Real Property Lease is in breach in any material respect thereof or default in any material respect thereunder. The Real Property is all of the covenants real property that the Company owns or occupies (or will own or occupy on the Closing Date). The Company owns or will, on the Closing Date, own good and marketable fee title to the Owned Real Property and good and valid leasehold interests in the Leased Real Property, subject only to Permitted Exceptions and Liens securing the ASC-Level Financing (which Liens shall be performed released on or before the Closing Date as provided in Section 7.05). The foregoing representation (a) shall not be construed in any event to relate to the fee interest in any Leased Real Property and (b) shall be deemed deleted with respect to any matter covered by a title insurance policy obtained by the Company or the Purchaser. Except as set forth on Schedule ARTICLE III(oo) of the Seller Disclosure Schedule, the Company has not received written notice regarding any of the following (except for matters previously resolved): (y) any dispute from any contiguous property owners concerning contiguous boundary lines, or (z) any claims of others to rights over, under, across or through any of the Owned Real Property or Leased Real Property by virtue of use or prescription. ASC has previously delivered to the Purchaser lists of the most recently issued real and personal (including vehicles) property tax assessments and tax bills, if any, for the Company's and ASC Real Estate Affiliate's 2000 and 2001 fiscal years for all property owned or leased by the Company or ASC Real Estate Affiliate. Except as set forth on Schedule ARTICLE III(qq) of the Seller Disclosure Schedule, all Owned Real Property is free from agreements creating an obligation to sell, lease or grant an option to sell or lease. Schedule ARTICLE III(rr) of the Seller Disclosure Schedule lists, as of the date hereof, all property (the "U.S. Forest Service Properties") subject to the permits issued to the Company by the U.S. Forest Service (collectively, the "U.S. Forest Service Permits"). The Company has made available to the Purchasers or their representatives copies of the U.S. Forest Service Permits that are true, correct and complete in all material respects, subject to any modifications to the fees or other amounts payable thereunder which may have been imposed by any applicable Law. The interest of the Company, as permitted under the U.S. Forest Service Permits, is subject to no Liens other than Liens securing the ASC-Level Financings (which Liens shall be released on or before the Closing Date as provided in Section 7.05). Schedule ARTICLE III(ss) of the Seller Disclosure Schedule sets forth, as of the date hereof, all material leases, subleases and licenses (collectively, the "Space Leases") granting to any Person other than the Company any right to the possession, use, occupancy or enjoyment of the Real Property or any portion thereof. Each Space Lease is valid, binding and in full force and effect, and neither the Company nor, to the Knowledge of the Company, any other party under to such lease have been fully performedSpace Lease is in material breach thereof or default thereunder. Each Except for ongoing condemnation actions relating to the Park Avenue Redevelopment District in South Lake Tahoe, California set forth on Schedule 3.19(h) of the Leased Properties Seller Disclosure Schedule, neither the Company nor ASC Real Estate Affiliate has received notice of and there is adequate and suitable in all material respects for no pending or, to the purposes for which it is presently being used and one or more Knowledge of the Acquired Companies have adequate rights of ingress and egress into each Company, as of the Leased Propertiesdate hereof, threatened or contemplated condemnation proceeding affecting the Real Property or any part thereof, nor any sale or other disposition of the Real Property or any part thereof in lieu of condemnation. All chairlifts, gondolas, buildings and other improvements, access roads and ski-runs used in connection with the Business, each as listed on Exhibit A to the Surveyor Certificate (as defined below), are located either on (i) the Owned Real Property, (ii) valid easements owned by the Company which allow the existence, operation and maintenance of the applicable, chairlifts, gondolas, buildings, improvements or ski-runs, (iii) real property owned by the United States Forest Service which is covered by the U.S. Forest Service Permits or (iv) land leased by the Company pursuant to valid leases which allow the existence, operation and maintenance of the applicable, chairlifts, gondolas, buildings, improvements or ski-runs. This representation shall be considered deleted from this Agreement for all purposes if, on or prior to Closing, Xxxxxx & Associates, Inc. shall have delivered to the Parent a certificate substantially in the form annexed hereto as Exhibit C (the "Surveyor Certificate").

Appears in 1 contract

Samples: Purchase Agreement (Vail Resorts Inc)

Real Property. Other than the Leased Premises and except as disclosed in the Registration Statement, Prospectuses and Disclosure Package, each of the Company and the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets thereof as described in the Registration Statement, Prospectuses and Disclosure Package, and no other property or assets are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which each of the Company and Subsidiaries holds the material property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property (as defined herein) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms thereof, and such material properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all material leases, licenses and other agreements pursuant to which the Company or any Subsidiary derives the interests thereof in such property are in good standing. The Acquired Companies do Company does not own know of any real property claim or the basis for any claim that might or could materially and adversely affect the right of the Company or any Subsidiary to use, transfer or otherwise exploit their respective assets, none of the properties (or any interest in real in, or right to earn an interest in, any property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectivelyCompany or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, and neither the Company nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, license fee or similar payment to any person with respect to the property and assets thereof. “Leased Premises” means each premises which the Company or any Subsidiary occupies as tenant. With respect to each of the Leased Premises, the Company and the Subsidiaries, as applicable, occupies the Leased Properties”)Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company or a Subsidiary occupies the Leased Premises is in good standing and in full force and effect, except where failure to be so would not reasonably be expected to result in a Material Adverse Effect. No Person has any written or oral agreementThe performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to will not afford any of the Acquired Companies parties to such leases or any other person the right to terminate such leases or result in any additional or more onerous obligations under such leases. The Company has provided the Agents with true and complete copies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesPremises.

Appears in 1 contract

Samples: Sales Agreement (Aurora Cannabis Inc)

Real Property. The Acquired Companies do not own any SCHEDULE 3.15 discloses and summarizes all real property properties currently owned, used or any leased by Sellers or in which Sellers have an interest that are included in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule Purchased Assets (collectively, the “Leased Properties”)"REAL PROPERTY") and identifies the record title holder or tenant of all of the Real Property. Except as disclosed on SCHEDULE 3.15, Sellers have good and indefeasible fee simple title to all Real Property shown as owned by it on SCHEDULE 3.15, free and clear of all Encumbrances other than Permitted Encumbrances, and all Encumbrances reflected on SCHEDULE 3.15 shall be removed prior to Closing. Sellers have the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the lease or similar agreement relating thereto. Copies of all title insurance policies written in favor of Sellers and all surveys relating to the Real Property owned by Sellers have been delivered to Buyer. All structures and other improvements on all Real Property owned by Sellers are within the lot lines and do not encroach on the properties of any other Person, and the use and operation of all Real Property conform to all applicable building, zoning, safety and subdivision Laws, Environmental Laws and other Laws, and all restrictive covenants and restrictions and conditions affecting title. No Person has portion of any Real Property is located in a flood plain, flood hazard area or designated wetlands area. Sellers have not received any written or oral agreement, option, understanding or commitment, notice of assessments for public improvements against any Real Property or any right written or privilege capable of becoming such for the purchase oral notice or sale from or order by any Governmental Body, any insurance company that has issued a policy with respect to any of the Acquired Companies such properties or any board of fire underwriters or other body exercising similar functions that relates to violations of building, safety or fire ordinances or regulations, claims any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, defect or under any agreement to become a party to, any lease deficiency with respect to real property any of such properties or requests the performance of any repairs, alterations or other than work to or in any of such properties or in the leases disclosed in Part 2.10(b)(i) streets bounding the same. Each parcel of Real Property owned by Sellers is considered a separate parcel of land for taxing and conveyancing purposes. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Disclosure ScheduleReal Property owned by Sellers. Each All public utilities (including water, gas, electric, storm and sanitary sewage, and telephone utilities) required to operate the facilities of Sellers are available to such lease facilities, and such utilities enter the boundaries of such facilities through adjoining public streets, easements or rights-of-way of record in respect favor of the Leased Properties is Sellers. Such public utilities are all connected pursuant to valid permits, are all in good standing in working order and are adequate to service the operations of such facilities as currently conducted and permit full compliance with all material respectsrequirements of Law. Sellers have not received any written notice of any proposed, creates planned or actual curtailment of service of any utility supplied to any facility of Sellers. All Real Property used by Sellers has access to a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiespublicly open street.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mobley Environmental Services Inc)

Real Property. The Acquired Companies Seller and its Subsidiaries do not own any real property or any interest that is material in real property, except for the leasehold interests created under operation of the IM Business other than the properties and facilities contemplated to be leased to the Purchaser pursuant to the Cincinnati Lease and the Orlando Sublease. Schedule 2.10(a) of the Seller Disclosure Schedules sets forth a complete list of the real property leases identified leased to the Seller and its Subsidiaries in Part 2.10(b)(i) the operation of the Disclosure Schedule IM Business (collectively, the “Leased PropertiesReal Property”). No Person The Seller has any made available to the Purchaser true, correct and complete copies of all written Leases and there are no oral Leases or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease occupancy agreements with respect to real property other than the leases disclosed Real Property. The IM Business Entities are in Part 2.10(b)(i) materially undisturbed possession and occupancy of the Disclosure Schedule. Each such lease in respect of Real Property purported to be leased under the Leased Properties is in good standing in all material respectsLeases, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, each Lease is in full force and effect without amendmentas the valid, except as disclosed in Part 2.10(b)(ii) binding and enforceable obligation of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidapplicable lessee and, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesSeller, all the applicable lessor, without any material default (or event that, with the giving of notice or passage of time, could mature into a material default) by such lessee existing thereunder, or, to the Knowledge of the covenants Seller, by the applicable lessor, and the Seller and their Affiliates have not received any written notice alleging the existence of a default under any Lease. No Lease has been assigned to be performed by a third party and no portion of any other Real Property has been subleased to a third party under such lease have been fully performed. Each except as set forth on Schedule 2.10(b) of the Leased Properties Seller Disclosure Schedules. The IM Business Entities have rights to own, lease or use all buildings, improvements, structures, facilities, fixtures and all other appurtenances to the Real Property under the Leases or otherwise, except as would not be material to the IM Business, taken as a whole. No IM Business Entity has created any Liens (other than Permitted Liens) on its good and valid leasehold interest in any Real Property. No IM Business Entity is adequate and suitable subject to any contractual requirement to purchase, acquire, sell or dispose of any Real Property, and, except as would not, individually or in all material respects the aggregate, have or reasonably be expect to have an IM Business Material Adverse Effect, no provision of any Lease or of any note, bond, mortgage, indenture, deed of trust or other contract to which the Seller or any Affiliate thereof is a party affecting any Real Property requires the consent or approval of any Person for the purposes Transaction (including, without limitation, for which it is presently being used and one the Cincinnati Lease or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesOrlando Sublease).

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Convergys Corp)

Real Property. The Acquired Companies do Seller does not own any real property or any fee interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure . Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies 4.6 is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) list of the Disclosure Scheduleall Leases. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, Lease is in full force and effect without amendmenteffect, except paid currently, and the Leasehold Estates have not been materially impaired by any acts or omissions of Seller or any of its Representatives. Seller enjoys peaceful and undisturbed possession of all the Leased Real Property in the manner provided for in the Leases. Except as disclosed in Part 2.10(b)(ii) set forth on Schedule 4.6, no Lease requires the consent of any other contracting party to the Disclosure Scheduletransactions contemplated by this Agreement. With respect to each lease Lease, on the Closing Date the Leasehold Estates will be free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances which are matters of record in respect the county or other municipality in which the Leased Real Property is located. To the Knowledge of Seller, there are no pending or threatened condemnation proceedings or other Actions relating to any Leased Real Property. All approvals of governmental authorities (including without limitation Permits and a certificate of occupancy or other similar certificate permitting lawful occupancy thereof) of a material nature required in connection with the occupation and operation of the Leased Properties: Real Property by Seller have been obtained and all of the Leased Real Property has been operated and maintained in all material respects in accordance with applicable Regulations. The improvements constructed on the Leased Real Property, including without limitation all Leasehold Improvements, and all Fixtures and Equipment and other tangible assets owned, leased or used by Seller thereon are (i) all rents insured to the extent and additional rents due and payable as of in a manner customary in the date of this Agreement have been paidindustry, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of Seller, free from any material defects, (iii) in good operating condition and repair, subject to ordinary wear and tear and normal industry practice with respect to maintenance, (iv) not in need of maintenance, repair or correction except for ordinary routine maintenance and repair, the Acquired Companiescost of which would not be material, all (v) sufficient for the operation of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate Business as presently conducted and suitable (vi) in conformity in all material respects for the purposes for which it with all applicable Regulations. Seller has not received written notice of any special assessment relating to any Leased Real Property or any portion thereof and to Seller’s Knowledge there is presently being used and one no pending or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesthreatened special assessment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

Real Property. The Acquired Companies do not own any (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a complete list of (i) all real property or any interest and interests in real property, except for including improvements thereon and easements appurtenant thereto, owned by the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Company or any of the Disclosure Schedule its Subsidiaries (individually, an “Owned Property” and collectively, the “Leased Owned Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiverall real property and interests in real property leased or licensed by the Company or any of its Subsidiaries (individually, indulgence a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or postponement lessor. The Company and its applicable Subsidiaries have good and marketable title to all Owned Property, free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Section 3.14(a) of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, Company Disclosure Schedule and (ivB) to any Permitted Exceptions. The Company Properties constitute all interests in real property used, occupied or held for use in connection with the Knowledge business of the Acquired Companies, all Company and its Subsidiaries as conducted. All of the covenants Company Properties and any buildings, fixtures and improvements thereon (i) are in good operating condition (subject to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate normal wear and suitable tear) and (ii) are suitable, sufficient and appropriate in all material respects for the purposes for which it is presently being used their current and one or more proposed uses. None of the Acquired Companies have adequate improvements located on the Company Properties constitute a non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to Parent true, correct and complete copies of (x) all deeds, title reports and surveys for the Owned Properties and (y) all Real Property Leases, together with all amendments, modifications or supplements thereto. Except for the Real Property Leases set forth on Section 3.14(a) of the Company Disclosure Schedule, the Company Properties are not subject to any leases or any rights of ingress and egress into each first refusal, options to purchase or rights of the Leased Propertiesoccupancy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newport Corp)

Real Property. SECTION 3.15 to the Disclosure Schedule lists ------------- and describes all real property currently leased or subleased by the Company ("Leased Real Property"). The Acquired Companies are not now, and never have been, the ---------------------- lessor, lessee, sublessor or sublessee of any real property lease except for the lease ("Lease") a copy of which is attached to SECTION 3.15 to the Disclosure ----- Statement. The Companies do not own own, and have never owned any interest in any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases as disclosed in Part 2.10(b)(i) of SECTION 3.15 to the Disclosure Schedule. Each such The lease in respect of the Leased Properties is in good standing in all material respectslegal, creates a good valid, binding, enforceable, and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendmentin all respects. The Company and the landlord thereof ("Landlord") is not in -------- breach or default, except and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder. The Company has not assigned or encumbered any interest in the Lease. All facilities leased thereunder have received all approvals of governmental authorities (including all licenses and permits) required in connection with the construction and present use and operation thereof as disclosed well as the lawful occupancy of such facilities, and such facilities have been operated and maintained in Part 2.10(b)(ii) accordance therewith and with all applicable laws, rules, and regulations, and all licenses, permits and approvals, including certificates of occupancy, shall continue in full force and effect after giving effect to the transactions contemplated by this Agreement. None of the Disclosure Schedulefacilities leased thereunder are in need of any repair necessary to conduct the business of the Company as currently conducted. With respect There are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to each lease the Leased Real Property or other matters affecting the current use, occupancy, or value thereof. There are no parties other than the Company in respect possession of the Leased Properties: (i) all rents and additional rents due and payable as Real Property. All real property previously owned or leased by any of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such leaseCompanies, or eventtheir predecessors, occurrencewere owned, condition or act which would become an event of default under such leaseleased, operated and/or maintained in accordance with all applicable laws, rules and (iv) to the Knowledge of the Acquired Companiesregulations, including, without limitation, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate Environmental, Health and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesSafety Laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sheffield Steel Corp)

Real Property. The Acquired Companies do Company does not own any real property. Set forth on Company Disclosure Schedule 3.1(k) is a list of all Leased Real Property and the leases, subleases, licenses or other occupancy agreements relating to real property pursuant to which the Company or any interest in real propertySubsidiary has a leasehold interest, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) license, or similar occupancy right (each of the Disclosure Schedule (foregoing, a “Lease” and collectively, the “Leased PropertiesLeases”). No Person has any written Each lease set forth on Company Disclosure Schedule 3.1(k) is a valid and binding obligation of the Company or oral agreement, option, understanding or commitment, or any right or privilege capable one of becoming such for the purchase or sale from or its Subsidiaries and (subject to any of such Leases being terminated in the Acquired Companies ordinary course of business and consistent with past practices of the Company and in accordance with the terms thereof) is in full force and effect. To the Knowledge of the Company, except as otherwise set forth on Company Disclosure Schedule 3.1(k), neither the Company nor any of its Subsidiaries is in default in any material respect under any Lease set forth on Company Disclosure Schedule 3.1(k). Neither the Company nor any Subsidiary use or occupy any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is property for which it does not have a party to, right to use or under any agreement to become a party to, any lease with respect to occupy such real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedulepursuant to a Lease. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates The Company and its Subsidiaries have a good and valid leasehold estate interest in the Leased Properties thereby demised andand to, subject to the Enforceability Exceptions, and is in full force and effect without amendmentoccupancy of, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect all of the Leased Properties: (i) all rents Real Property under which it is a tenant or lessee, free and additional rents due and payable as clear of any Liens other than Permitted Encumbrances. Neither the date Company nor any Subsidiary has received any notice that a material portion of this Agreement have been paidany Leased Real Property will be condemned, (ii) no waiver, indulgence requisitioned or postponement of the lessee’s obligations has been granted otherwise take by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to a public authority. To the Knowledge of the Acquired CompaniesCompany, all Leased Real Property is in the condition required of such property by the terms of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable applicable Lease in all material respects and is in adequate condition for its current use and operation. There are no leases, subleases, licenses or other occupancy agreement relating to real property pursuant to which the purposes for which it Company or any Subsidiary is presently being used and one landlord, sublandlord, licensor, or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesotherwise similarly situated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zayo Group LLC)

Real Property. The Acquired Companies do not own any Schedule 3.22 discloses and summarizes all real property properties currently owned, used or any interest in real property, except for leased by the leasehold interests created under Company and the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule Company Subsidiary (collectively, the “Leased Properties”)"Real Property") and identifies the record title holder of all Real Property. No Person has Schedule 3.22 separately identifies all real property previously owned, used or leased by the Company within the past five (5) years. The Company and the Company Subsidiary have good and marketable fee simple title to all Real Property shown as owned by it on Schedule 3.22, free and clear of all Encumbrances subject only to Permitted Encumbrances. The Company and the Company Subsidiary have the right to quiet enjoyment of all Real Property in which they hold a leasehold interest for the full term, including all renewal rights, of the leasehold interest. All such leasehold interests are valid and subsisting and, to the Company's knowledge, not subject to any default, notice of default or any event with which passage of time or notice, would result in a default. To the Company's knowledge, copies of all title insurance policies written in favor of the Company, and all deeds, opinions and abstracts relating to the Real Property have been delivered to Purchaser. To the Company's knowledge, all structures and other improvements on all Real Property owned by the Company and the Company Subsidiary are within the lot lines and do not encroach on the properties of any other person. To the Company's knowledge, the use and operation of all Real Property conform to all applicable building, zoning, safety and subdivision laws, and other legal requirements and all restrictive covenants and restrictions and conditions affecting title. To the Company's knowledge, no portion of any Real Property is located in a flood plain, flood hazard area or designated wetlands area. Neither the Company nor the Company Subsidiary have received any written or oral agreement, option, understanding or commitment, notice of assessments for public improvements against any Real Property or any right written notice or privilege capable order by any governmental body, insurance company or board of becoming such for the purchase fire underwriters or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: body exercising similar functions that (i) all rents and additional rents due and payable as relates to violations of the date of this Agreement have been paidbuilding, safety or fire ordinances or regulations, (ii) no waiver, indulgence claims any defect or postponement of the lessee’s obligations has been granted by the lessor, deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. Each parcel of Real Property owned by the Company and the Company Subsidiary is considered a separate parcel of land for taxing and conveyancing purposes. To the Company's knowledge, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. All public utilities (including water, gas, electric, storm and sanitary sewage, and telephone utilities) required to operate the Real Property are available to such Real Property and enter the boundaries of such Real Property through adjoining public streets, easements or rights-of-way of record in favor of the Company or the Company Subsidiary. Neither the Company nor the Company Subsidiary have received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility of the Company or the Company Subsidiary. All Real Property used by the Company and the Company Subsidiary has access to a publicly-opened street. There exists no event outstanding option, right of default under such leasefirst refusal or other contractual right to purchase, sell, assign or eventdispose of any owned Real Property. To the Company's knowledge, occurrence, condition or act which would become an event the Company and the Company Subsidiary have all certificates of default under such lease, occupancy and (iv) to the Knowledge governmental approvals necessary for current and continued use and operation of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesReal Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ennis, Inc.)

Real Property. The Acquired Companies do not own any No real property or any interest in real property, except for is owned by the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Company. Schedule 5.9 of the Disclosure Schedule lists all real property used or held for use by the Company which is leased by the Company from third parties (collectively, the “Leased PropertiesReal Property”), and indicates the addresses and the owners of the Leased Real Property. No Person The Company is the sole legal and equitable holder of the leasehold interest it holds in the Leased Real Property and possesses a valid leasehold interest thereto, free and clear of all Liens (other than Permitted Liens) that could impair the ability of the Company to realize the benefits of the rights provided to it under any lease, and the right to quiet enjoyment of such Leased Real Property. Accurate and complete copies of all existing lease agreements with respect to the Leased Real Property as of the Closing Date have heretofore been delivered to Parent. The Company has not exercised any option to purchase any parcel of Leased Real Property. The Leased Real Property constitutes the only real property used or occupied by the Company in the conduct of the Business. There are no leases, subleases, licenses, concessions or other agreements, written or oral agreementoral, option, understanding granting to any party or commitmentparties the right of use or occupancy of any portion of any parcel of the Leased Real Property, or any right options or privilege capable rights of becoming such for the purchase or sale from or to any of the Acquired Companies of any real propertyfirst refusal with respect thereto. Part 2.10(b)(i) Other than as set forth on Schedule 5.9 of the Disclosure Schedule identifies all Schedule, there are no parties (other than the Company) in possession of the Leased Properties. None Real Property and the Company enjoys peaceful and undisturbed possession of the Acquired Companies is a party toLeased Real Property, or under any agreement subject to become a party to, any lease with respect to real property other than the terms and conditions of the leases disclosed in Part 2.10(b)(i) set forth on Schedule 5.9 of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to To the Knowledge of the Acquired CompaniesCompany, all within the last twelve (12) months, no notice from any Governmental Authority has been received by the Company or has been served upon the Leased Real Property requiring or calling attention to the need for any work, repair, construction, alteration or installation on or in connection with the Leased Real Property. To the Knowledge of the covenants to be performed Company, no notice has been received by any other party under such lease have the Company or has been fully performed. Each of served upon the Leased Properties is adequate Real Property stating that, and suitable in all material respects for the purposes for which it is presently being used Company has no Knowledge that, the buildings and one or more of the Acquired Companies have adequate rights of ingress and egress into each of improvements on the Leased PropertiesReal Property, or the Business as presently conducted thereon by the Company, are not in compliance with any applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ebix Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real propertySeller possesses and has good, except for the leasehold interests created under marketable and insurable fee simple title to the real property leases identified in Part 2.10(b)(i) located at 000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, including all buildings, fixtures, improvements thereon, and all easements, rights, privileges and appurtenances thereunto belonging (the “Real Property”), free and clear of any rights-of-way and Liens. Schedule 5.24 hereof sets forth the complete legal description of the Disclosure Schedule Real Property. The Real Property comprises all real property interests used in the conduct of the Business as currently conducted. Seller has not entered into any leases, subleases, licenses or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Real Property. Each of the buildings, structures, improvements and systems (collectivelyincluding, without limitation, the “Leased Properties”). No Person has any written roof, heating, ventilating, air conditioning, plumbing, electrical and drainage systems) situated or oral agreementlocated on the Real Property is in good condition and repair, option, understanding or commitment, or any right or privilege capable of becoming such contains no material structural defects and is in a condition sufficient for the purchase or sale from or Seller to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Propertiesconduct its operations as currently conducted and as is contemplated to be conducted by Seller. None of the Acquired Companies is a party tobuildings, structures or under any agreement to become a party toimprovements situated on the Real Property, any lease during the period of time during which such Real Property has been owned by Seller, has been damaged by fire or other casualty, except for such damage as has been fully repaired and restored. To Seller’s Knowledge, each of the buildings, structures and improvements situated on the Real Property are located within the required set back, side yard and other conditions and requirements imposed by applicable Law with respect to real property other than the leases disclosed in Part 2.10(b)(i) such buildings, structures and improvements. All of the Disclosure Schedulestreets, roads and avenues adjoining or adjacent to the Real Property are publicly owned and maintained without assessment or charge to Seller. Each such lease in respect Seller has not received any written notice that the whole or any portion of the Leased Properties Real Property has been condemned, requisitioned, or otherwise taken by any public authority and to Seller’s Knowledge, no such condemnation, requisition, or taking is threatened or contemplated. There are no public improvements proposed or in progress that will result in special assessments against or otherwise adversely affect any of the Real Property. Seller has not been notified in writing of future improvements by any public authority, any part of the cost of which would or might be asserted against Seller. To Seller’s Knowledge, the Real Property is in good standing in compliance with all material respects, creates a good applicable Laws. The zoning of each parcel of the Real Property permits the existing improvements and valid leasehold estate in the Leased Properties thereby demised anduses of Seller, subject to no variances, conditional use permits or other special use restrictions. All improvements performed on the Enforceability Exceptions, is Real Property at the request of Seller within the last one hundred eighty (180) days have been paid for in full force or will be paid in full and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted discharged by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (CRAWFORD UNITED Corp)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i(a) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to Neither Public Company nor any of the Acquired Companies of its Subsidiaries owns any real property. Part 2.10(b)(i(b) Section 3.9(b) of the Public Company Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is sets forth a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good complete and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable accurate list as of the date of this Agreement of all leases, subleases or licenses pursuant to which Public Company or any of its Subsidiaries leases, licenses or is otherwise granted a right of use or occupancy of, any real property material to the conduct of the business of Public Company and its Subsidiaries, taken as a whole, as currently conducted, from any Person other than Public Company or any of its Subsidiaries (as amended through the date of this Agreement, the “Public Company Leases”) and the location of the premises subject thereto (the “Public Company Leased Properties”). The Public Company Leases have not been paidamended, modified or supplemented in any material respect except as expressly set forth in Section 3.9(b) of the Public Company Disclosure Schedule. Neither Public Company nor any of its Subsidiaries nor, to Public Company’s knowledge, any other party to any Public Company Lease is in default under any of the Public Company Leases, except where the existence of such defaults, individually or in the aggregate, would not reasonably be expected to have a Public Company Material Adverse Effect. The Public Company Leases contain the entire agreement between the landlord of each of the Public Company Leased Properties and Public Company or its Subsidiaries, and there is no other contract between the landlord and Public Company or its Subsidiaries affecting such Public Company Leased Properties. Assuming good fee title to the Public Company Leased Properties is vested in each of the lessors thereof, and subject to any Permitted Liens affecting the leasehold interest of Public Company and its Subsidiaries in the Public Company Leased Property, the Public Company and its Subsidiaries have valid and enforceable leasehold interests in the Public Company Leased Properties, unencumbered by any Liens (except Permitted Liens). To Public Company’s knowledge, (i) no event has occurred or condition exists that with the passage of time is likely to result in any default of Public Company or any of its Subsidiaries under any of the Public Company Leases, and (ii) no waiverthe Public Company Leased Properties, indulgence or postponement and the business activities of Public Company and its Subsidiaries at the Public Company Leased Properties, are in compliance with the material terms and conditions of the lessee’s obligations has been granted by the lessorPublic Company Leases, and (iii) there exists no event the Public Company Leased Properties are in good operating condition and repair as of default under such leasethe date of this Agreement, ordinary wear and tear excepted. Neither Public Company nor any of its Subsidiaries leases, subleases or event, occurrence, condition or act which would become an event licenses any real property to any Person other than Public Company and its Subsidiaries. Public Company has made available to Private Company complete and accurate copies of default under such lease, all Public Company Leases. The representations and (ivwarranties contained in this Section 3.9(b) are Public Company’s sole representations and warranties with respect to the Knowledge of Public Company Leases, the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Public Company Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesinterests therein.

Appears in 1 contract

Samples: Transaction Agreement (StarTek, Inc.)

Real Property. The Acquired Companies do not own any SCHEDULE 3.16 hereto sets forth a true and complete list, with the legal description thereof, of all real property owned or any interest in real propertyleased by AMI, except for the leasehold interests created under the together with a brief description of all structures, fixtures or improvements ("Improvements") thereon (such real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (and Improvements, collectively, the “Leased Properties”"Real Property"). No Person has any written AMI owns good and marketable title to, or oral agreementholds a valid leasehold interest in, optionall of the Real Property, understanding or commitmentfree and clear of all Liens, mortgages, conditional sales agreements, restrictions, reservations, covenants, encumbrances, charges, restraints on transfer, or any right other title defect of any nature, other than liens for real property taxes not yet due and other than those matters specifically disclosed on SCHEDULE 3.16 or privilege capable any title insurance policies or commitments provided to Servico and listed on SCHEDULE 3.16, which matters, individually or in the aggregate, do not materially adversely impair the marketability of becoming the Real Property as it is now used by AMI (the "Permitted Exceptions"). Except as disclosed on SCHEDULE 3.16, all Improvements are in good structural condition, free of any structural or other defect or impairment which impairs in any material respect the value, utility, or life expectancy of such for Improvements, or which might otherwise adversely affect, in any material respect, the purchase operation thereof. Except as disclosed on SCHEDULE 3.16 or sale on any surveys delivered to Servico, none of the Improvements encroach onto adjoining land or onto any easements and there is no encroachment of Improvements from or to adjoining land onto any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased PropertiesReal Property. None of the Acquired Companies Real Property is located in an area identified by any Governmental Entity as having special flood or mud slide hazards or wetlands. There are no soil or geological conditions which might impair or adversely affect in any material respect the current use of any of the Real Property. Except as set forth on SCHEDULE 3.16, neither the whole nor any portion of the Real Property is being condemned or otherwise taken by any public authority, nor is any such condemnation or taking, to the knowledge of Prime, threatened or contemplated. No portion of any of the Real Property is affected by any outstanding special assessments or impact fees imposed by any Governmental Entity. Except for any Permitted Exceptions, no commitments relating to the Real Property have been made to any Governmental Entity, utility company, school board, church or other religious body or any homeowner or homeowners association, merchant's association or any other organization, group or individual which would impose an obligation upon Prime, the General Partner or AMI or any of their successors or assigns to make any contribution or dedication of money or land or to construct, install or maintain any improvements of a party topublic or private nature on or off the Real Property; and no Governmental Entity has imposed any requirement that any owner of the Real Property pay directly or indirectly any special fees or contributions or incur any expenses or obligations in connection with the Real Property. The parking facilities at each parcel of Real Property are adequate to comply with all Laws and the conduct of business on the respective properties as presently conducted or proposed to be conducted. Neither Prime nor the General Partner has any information or knowledge of (a) any change contemplated in any Law, (b) any judicial or administrative action, (c) any action by adjacent landowners, or under (d) any agreement to become a party toother fact or condition of any kind or character which could materially adversely affect the current use or operation of the Real Property. Neither the General Partner nor any of its affiliates owns or leases, directly or indirectly, any lease property adjacent to the Real Property. Neither the air rights over the Real Property nor any other "development rights" with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations Real Property has been granted by the lessorassigned, (iii) there exists no event of default under such leasetransferred, leased or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesencumbered.

Appears in 1 contract

Samples: Acquisition Agreement (Servico Inc)

Real Property. The Acquired Companies do Company does not own any real property or property, and the Company has never owned any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) . Section 2.11 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise occupied by the Company (collectively, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Section 2.11 of the Disclosure Schedule identifies sets forth a list of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sub-lessor, master lessor and/or lessee, the amount of any deposit or other security or guarantee granted in connection with any such lease, license, sublease or other occupancy right, and all amendments, terminations and modifications thereof (collectively, the “Lease Agreements”). The Company currently occupies all of the Leased PropertiesReal Property for the operation of its business. None of the Acquired Companies is a party toThere are no other parties occupying, or under any agreement with a right to become a party tooccupy, any lease the Leased Real Property. The Company does not owe brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property other than the leases disclosed that are no longer in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good effect and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With has no continuing liability with respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to terminated agreements. To the Knowledge of the Acquired CompaniesCompany, all the Leased Real Property is in good operating condition and repair, free from any material structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the covenants to be performed by any other party under such lease have been fully performedCompany’s business as currently conducted. Each The operation of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of Company on the Leased PropertiesReal Property does not, and to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, do not, violate in any material respect any applicable building code, zoning requirement or statute relating to such Leased Real Property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (FireEye, Inc.)

Real Property. The Acquired Companies do Company does not own any real property or any interest in real property, except for connection with the leasehold interests created under the real property leases identified in Part 2.10(b)(iBusiness. Schedule 1.2(a) of the Disclosure Schedule (collectively, sets forth all Leased Real Property used or occupied by Company in operating the “Leased Properties”)Business. No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for To the purchase or sale from or to any best of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party toCompany's knowledge, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is there are now in full force and effect without amendment, except duly issued certificates of occupancy permitting the Leased Real Property and improvements located thereon to be legally used and occupied as disclosed in Part 2.10(b)(ii) the same are now constituted. To the best of the Disclosure Schedule. With respect to each lease in respect Company's knowledge, all of the Leased Properties: Real Property has permanent rights of access to dedicated public highways. To the best of the Company's knowledge, no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Leased Real Property from and to the existing highways and roads and there is no pending or threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To the best of the Company's knowledge, there is not (i) all rents and additional rents due and payable as any claim of adverse possession or prescriptive rights involving any of the date of this Agreement have been paidLeased Real Property, (ii) no waiverany structure located on any Leased Real Property which encroaches on or over the boundaries of neighboring or adjacent properties or (iii) any structure of any other party which encroaches on or over the boundaries of any of such Leased Real Property. To the best of Company's knowledge, indulgence or postponement none of the lessee’s obligations Leased Real Property is located in a flood plain, flood hazard area, wetland or lakeshore erosion area within the meaning of any Law. To the best of the Company's knowledge, no public improvements have been commenced and none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property. Company has been granted by no notice or knowledge of any (i) planned or proposed increase in assessed valuations of any Leased Real Property, (ii) governmental agency or court order requiring repair, alteration, or correction of any existing condition [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. affecting any Leased Real Property or the lessorsystems or improvements thereat, (iii) there exists no event condition or defect which could give rise to an order of default under such leasethe sort referred to in "(ii)" above, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to underground storage tanks, or any structural, mechanical, or other defects of material significance affecting any Leased Real Property or the Knowledge systems or improvements thereat (including, but not limited to, inadequacy for normal use of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of mechanical systems or disposal or water systems at or serving the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesReal Property).

Appears in 1 contract

Samples: Asset Purchase Agreement (Asyst Technologies Inc /Ca/)

Real Property. The Acquired Companies do not Neither the Company nor its Subsidiaries own any real property Real Property. Schedule 5.2(n) constitutes a complete and correct list of all Real Properties leased by the Company or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule its Subsidiaries (collectively, the “Leased Properties”"Leases"). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, Lease is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) and constitutes a valid and binding obligation of the Disclosure ScheduleCompany or a Subsidiary, as applicable, and, to the Company's knowledge, all other parties thereto and is enforceable in accordance with its terms. With respect The Company or the applicable Subsidiary has the sole right to use or occupy the Real Property subject of each lease in respect Lease and, upon the consummation of the Leased Properties: (i) all rents transactions contemplated hereby, each Lease will continue in full force and additional rents due effect and payable as constitute a valid and binding obligation on the part of the date Company or the relevant Subsidiary and, to the Company's knowledge, all other parties to such Lease, and such Lease is enforceable in accordance with its terms. The Company has received no notice of this Agreement have been paidand, (ii) to the Company's knowledge no waiver, indulgence or postponement portion of the lessee’s obligations has been granted by the lessorReal Property is subject to, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed any pending condemnation proceeding by any other party under such lease have been fully performedpublic or quasi-public authority and, there is no threatened condemnation proceeding with respect thereto. Each of the Leased Properties properties constituting the Real Property is adequate supplied with utilities and suitable in all material respects other services necessary for the purposes for which it operation of the facilities located thereon as presently conducted, and all of such services are adequate to conduct that portion of the Business as is presently being used and one conducted at such facility. Except as set forth on Schedule 5.2(n), neither the Company nor any Subsidiary has sublet, underlet or more assigned any portion of the Acquired Companies have adequate rights Real Property and no third party is in possession of ingress and egress into each any portion of the Leased PropertiesReal Property. To the Company's knowledge, the structures, improvements and fixtures at or upon the Real Property, including, but not limited to, roofs and structural elements thereof and the electrical, plumbing, heating, ventilation, air conditioning and similar units and systems, have to date been maintained in a reasonable manner for the conduct of the Business and are in reasonable operating condition to allow the Business to continue to be conducted as heretofore conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course of business consistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Technitrol Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except Real Property is sufficient for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) conduct of the Disclosure Schedule denim production business of Tarrant Mexico as now conducted. Tarrant Mexico owns the Real Property free and clear of any Liens and has the right to occupy and use the Real Property as it currently is used. Neither the whole nor any portion of the Real Property has been condemned, requisitioned or otherwise taken by any governmental body or authority, and Tarrant Mexico has not received any notice that any such condemnation, requisition or taking is threatened, which condemnation, requisition or taking could preclude or materially impair the current use thereof. The Real Property is in satisfactory condition and has been reasonably maintained, normal wear and tear excepted. The Real Property has received all required approvals of governmental authorities (collectivelyincluding, without limitation, permits and a certificate of occupancy or other similar certificate permitting lawful occupancy of the “Leased Properties”)Real Property) required in connection with the operation thereof and has been operated and maintained in accordance with all applicable laws, rules and regulations. No Person has any written or oral agreementThe Real Property is supplied with utilities (including, optionwithout limitation, understanding or commitmentwater, or any right or privilege capable of becoming such sewage, disposal, electricity, gas and telephone) and other services necessary for the purchase operation of such facilities as currently operated. The improvements constructed on the Real Property, including, without limitation, all leasehold improvements, and all fixtures, equipment and other tangible assets owned, leased or sale from or to any of used by Tarrant Mexico at the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: Real Property are (i) all rents insured to the extent and additional rents due and payable as of in a manner customary in the date of this Agreement have been paidindustry, (ii) structurally sound with no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessorknown defects, (iii) there exists no event of default under such lease, or event, occurrencein good operation, condition or act which would become an event of default under such leaseand repair, subject to ordinary wear and tear, (iv) not in need of maintenance or repair except for ordinary routine maintenance and repair the cost of which would not be material, (v) sufficient for the operation of the denim production business of Tarrant Mexico as presently conducted and (vi) in conformity with all applicable laws, ordinances, orders, regulations and other requirements relating thereto currently in effect. Upon the Closing Date, Solticio will receive from Tarrant Mexico, good title in and to the Knowledge Real Property free and clear of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesLiens.

Appears in 1 contract

Samples: Agreement for Purchase of Assets (Tarrant Apparel Group)

Real Property. The Acquired Companies do not own any real property Schedule 3.10 sets forth a complete list of all currently-effective leases or any interest in subleases of real property, except for identifying the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectivelyaddress thereof, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to by any of the Acquired Companies of (individually, a “Real Property Lease” and collectively, the “Real Property Leases”). Other than the Real Property Leases, the Acquired Companies do not currently own, possess, use, lease or operate any real property. Part 2.10(b)(i) True, correct and complete copies of each Real Property Lease have been delivered or made available in the Disclosure Schedule identifies all Data Room to Parent prior to the date hereof. No Acquired Company has received any written notice of any default, event or occurrence that has resulted or could result (with or without the Leased Properties. None giving of notice, the Acquired Companies is a party tolapse of time, or both) in a default by any Acquired Company under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure ScheduleReal Property Lease. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is The Real Property Leases are in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) and constitute valid and binding agreements of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable Acquired Companies as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leaseapplicable, and (iv) neither the Acquired Companies nor, to the Knowledge of the Company, any counterparty to any Real Property Lease is in breach of any of their respective terms in any material respect. To the Knowledge of the Company, no rents or fees payable in respect of the Real Property Leases are in the course of being reviewed by the landlord under any of the Real Property Leases otherwise than in accordance with the terms of the relevant Real Property Lease. All of the demised premises leased under the Real Property Leases are suitable for use as such demised premises are currently used by the Acquired Companies. Except as set forth on Schedule 3.10, all no Acquired Company has leased or otherwise granted to any Person (other than pursuant to this Agreement) any right to occupy or possess or otherwise encumber any portion of the covenants Real Properties Leases other than in the Ordinary Course of Business. Except as set forth on Schedule 3.10, no Acquired Company is a party to be performed by or obligated under any option, right of first refusal or other party under such contractual right to sell, dispose of or lease have been fully performed. Each any of the Leased Properties Real Property Leases or any portion thereof or interest therein to any Person (other than pursuant to this Agreement). No Acquired Company is adequate and suitable in all material respects for the purposes for which it is presently being used and one a party to any agreement or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesoption to purchase any real property or interest therein.

Appears in 1 contract

Samples: Agreement of Merger (Live Nation, Inc.)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Section 2.10 of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any sets forth a description all real property of the Acquired Companies Entities owned, leased or subject to a purchase contract or lease commitment, detailing which properties are owned and which are leased, with a brief description of all buildings and structures thereon (sometimes collectively the "Real Property"). A copy of any real propertysuch purchase contract or lease (with amendments) has been delivered to Cintas. Part 2.10(b)(i) of With respect to the Real Property that is owned and identified on the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party toSchedule, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) except as set forth on Section 2.10 of the Disclosure Schedule. Each such lease in respect of , the Leased Properties is in good standing in all material respects, creates a Acquired Entities have good and valid leasehold estate in the Leased Properties thereby demised and, subject marketable title to the Enforceability ExceptionsReal Property, is in full force free and effect without amendmentclear of all liens, encumbrances, adverse claims and other matters affecting the applicable Acquired Entity's title to or possession of such Real Property, including, but not limited to, all encroachments, boundary disputes, covenants, restrictions, easements, rights of way, mortgages, security interests, leases, encumbrances and title objections, except as (i) liens reflected on and adequately reserved against on the Balance Sheet, (ii) liens for real estate taxes not yet due and payable and (iii) such easements, restrictions and covenants presently of record which do not, in Cintas' reasonable judgment (which judgment will be exercised prior to Closing to the extent such easements, restrictions and covenants have been disclosed in Part 2.10(b)(ii) Section 2.10 of the Disclosure Schedule. With ), interfere in any material respect to each lease in respect with the use of any of the Leased Properties: Real Property in a manner consistent with the Acquired Entities' present use, which easements, restrictions and covenants are listed on the Disclosure Schedule in a manner so that the Real Property to which they relate is readily identifiable (i) all rents collectively the "Permitted Encumbrances"). All real estate and additional rents due the buildings located thereon are in material compliance with applicable zoning laws and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence regulations. All buildings and structures owned or postponement of the lessee’s obligations has been granted leased by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leaseany Acquired Entity, and the mechanical components (iv) including HVAC systems), roofs, fixtures and equipment located therein or thereon, are in a state of reasonable maintenance and repair, ordinary wear and tear excepted, free of known defects, subject only to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate normal maintenance and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesrepair.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cintas Corp)

Real Property. The Acquired Companies do (a)The Company does not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(iReal Property. (b)Section 3.22(b) of the Company Disclosure Schedule lists: (collectivelyi) the address and store number of each parcel of Real Property that is leased, subleased or otherwise occupied by the Company (the “Leased PropertiesReal Property”), (ii) the date of commencement and scheduled expiration date (without regard to renewal options) of each Contract pursuant to which the Company leases, subleases or otherwise occupies any Real Property (the “Real Property Leases”) and (iii) the monthly minimum rent payable under each Real Property Lease (excluding amounts payable on account of common area maintenance, taxes, insurance, utilities and similar items). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any Copies of the Acquired Companies of any real property. Part 2.10(b)(i) Real Property Leases in effect as of the Disclosure Schedule identifies all of Agreement Date have been made available to Purchaser either in an electronic data room or at the Leased PropertiesSeller’s office in Grapevine, Texas. None of the Acquired Companies is a party to, or under any agreement The Real Property Leases made available to become a party to, any lease with respect Purchaser pursuant to real property other than the leases disclosed in Part 2.10(b)(ithis Section 3.22(b) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing are accurate and complete in all material respects. Each of the Real Property Leases is valid, creates a good binding and valid leasehold estate in the Leased Properties thereby demised andfull force and effect, subject to the Enforceability Exceptions. The Company has good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Encumbrances except Permitted Encumbrances. No parcel of Leased Real Property is in full force and effect subject to any Court Order or order to be sold or is being condemned, expropriated, re-zoned or otherwise taken by any public authority with or without amendmentpayment of compensation therefore, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidnor, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, all has any such condemnation, expropriation or taking been proposed. There are no existing material defaults or breaches under any material Real Property Lease. The Company has not received any written notice of a default by the Company under any material Real Property Lease that remains uncured beyond any applicable notice and cure period. The Company has not received any written notice from any landlord or sublandlord terminating any material Real Property Lease. There are no claims or Actions of any landlord or sublandlord against the Company arising under or in connection with the material Real Property Leases and, upon the consummation of the covenants Transaction, the Company will continue to be performed by any other party enjoy the same use and benefit under such lease have been fully performedall material Real Property Leases as it did immediately prior to the Closing. Each (c)There are no contractual or legal restrictions that preclude or restrict the ability of the Company to use any Leased Properties is adequate Real Property subject to a material Real Property Lease for the current or contemplated use of such Leased Real Property. There are no material latent defects or material adverse physical conditions affecting any Leased Real Property. All plants, warehouses, distribution centers, structures and suitable other buildings on the Leased Real Property subject to a material Real Property Lease are adequately maintained and are in good operating condition and repair for the requirements of the Business as currently conducted in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesrespects. Section 3.23.

Appears in 1 contract

Samples: Equity Purchase Agreement

Real Property. The Acquired Companies do not own any (a) Real Property Set forth on Schedule 3.6(a) is the address and a description of all real property or with respect to which any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule Selling Entities in respect of the Business is the owner and holder of a fee simple, insurable interest (collectively, the “Leased Properties”Owned Real Property“). No Person To the knowledge of the Selling Entities, the Owned Real Property complies with all applicable zoning, building, health and public safety, fire, subdivision, land sales or similar laws, rules, ordinances or regulations and all applicable Environmental Laws (as defined in Section 3.6(f)) and, except as set forth on Schedule 3.6(a), none of the Selling Entities has received any written notice that the Owned Real Property does not comply with all applicable zoning, building, fire, health and public safety, subdivision, land sales or oral agreementsimilar laws, optionrules, understanding ordinances or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real propertyregulations and all applicable Environmental Laws. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other Other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease Selling Entities in respect of the Leased Properties is in good standing in all Business, no party has the right to occupy, possess or use any portion of the Owned Real Property. There are no material respects, creates a good and valid leasehold estate defects in the Leased Properties thereby demised andphysical condition of any land, subject buildings or improvements constituting part of the Owned Real Property, including without limitation, structural elements, mechanical systems, parking and loading areas, that would impair the operation of the Business in any material respect in the manner in which it has been conducted, nor any material failure to conduct customary maintenance and repair reasonably necessary for such operation of the Business. All water, sewer, gas, electric, telephone, drainage and other utilities necessary for the lawful current operation of the Owned Real Property are available and sufficient to service the operation of the Business as it has been conducted. There are no material notices, orders, actions, suits or proceedings (including arbitration or condemnation proceedings) pending or, to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) knowledge of the Disclosure Schedule. With respect to each lease in respect Selling Entities threatened, which could have a material adverse effect on any portion of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidOwned Real Property, (ii) no waiver, indulgence at law or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, in equity or event, occurrence, condition before or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesGovernmental Body.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Unova Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i(a) Section 3.14 of the Disclosure Schedule sets forth a complete and accurate list and description (including addresses) of the Business Real Property. The Business Real Property is the only real property used in the operation of the Business. Section 3.14 of the Disclosure Schedule describes each interest in the Business Real Property currently used by Seller or Seller Parent in the conduct of the Business, a complete and accurate description of each lease, sublease or other use or occupancy Contract pursuant to which Seller or Seller Parent derives its right to use such Business Real Property (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for "Business Real Property Leases") and the purchase or sale from or to any identity of the Acquired Companies of lessor thereunder. Neither Seller nor Seller Parent owns any fee simple interest in any real property. Part 2.10(b)(i) The Business Real Property and the premises located thereon occupied by Seller are sufficient for the operation of the Disclosure Schedule identifies Business. To the Knowledge of Seller and of Seller Parent, there are no proposed special assessments or additional rent obligations under the Business Real Property Leases. Seller has delivered to the Purchaser a true, correct and complete copy of each Business Real Property Lease. Seller owns all right, title, and interest in all leasehold estates and other rights purposed to be granted to it by the Business Real Property Leases, in each case, free and clear of all Encumbrances, except for Permitted Encumbrances. Each Business Real Property Lease constitutes the Leased Properties. None of the Acquired Companies entire agreement to which Seller is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) Business Real Property demised pursuant thereto. There is no pending or, to the Knowledge of Seller or of Seller Parent, threatened Action that would interfere with the use or quiet enjoyment of any of the Disclosure ScheduleBusiness Real Property by Seller or Seller Parent or, after the Closing, by Purchaser. Each such lease All Governmental Authorizations required in respect connection with the operation of the Leased Properties is in good standing in Business Real Property and all material respectsimprovements thereon and the conduct of the Business thereon have been duly obtained, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is are in full force and effect without amendmentand no proceedings are pending or, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of Seller or Seller Parent, threatened which could lead to a revocation or other impairment of any thereof. No condemnation proceeding is pending or, to the Acquired CompaniesKnowledge of Seller and or Seller Parent, all threatened with respect to any of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesBusiness Real Property.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autobytel Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i(a) Section 4.11(a) of the Company Disclosure Schedule Letter sets forth a complete list of (i) all real property owned in fee by the Company or any of its Subsidiaries (individually, an “Owned Property” and collectively, the “Leased Owned Properties”). No Person has any written , and (ii) all real property leased, licensed or oral agreement, option, understanding or commitment, subleased by the Company or any right of its Subsidiaries (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or privilege capable lessor, licensee or licensor, including a description of becoming each such Real Property Lease (including the name of the third party lessor or lessee, the date of the lease or sublease and all amendments thereto and the manner in which such interest is held) and the property encumbered thereby as described in the applicable Real Property Lease. The Company and its Subsidiaries have good and marketable fee title to all Owned Property, free and clear of all Liens, except Real Property Permitted Exceptions. The Owned Properties, together with all improvements thereon and easements appurtenant thereto, and the Company Properties which are subject to a Real Property Lease, include all interests in real property currently used, occupied or currently held for use in connection with the business of the Company and its Subsidiaries. The areas that are actively operated on a regular basis of the improvements on the Company Properties are in working order and are suitable for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party topurposes used, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing each case in all material respects, creates a good except for repairs, maintenance and valid leasehold estate replacements necessary in the Leased ordinary course of business. The Company has delivered or made available to Acquiror for review true, correct and complete copies of (x) all deeds, title reports and surveys in the Company’s possession for the Owned Properties thereby demised andthat are processing facilities actively operated on a regular basis and (y) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Owned Properties are not subject to the Enforceability Exceptionsany leases, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each first refusal, options to purchase or rights of the Leased Propertiesoccupancy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Darling International Inc)

Real Property. The Acquired Companies do not own Neither the Company nor any Subsidiary owns any real property or has ever owned any interest in real property, except for nor is the leasehold interests created under the Company or any Subsidiary party to any Contract to purchase or sell any real property leases identified in Part 2.10(b)(i) property. Section 3.11 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary (collectively, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Section 3.11 of the Disclosure Schedule identifies sets forth a list of all leases, lease guaranties, subleases, or other Contracts for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor and/or lessee the date and term of the lease, license, sublease or other occupancy right, the aggregate annual rental payable thereunder and all amendments, terminations and modifications thereof (the “Lease Agreements”). The Company or any Subsidiary currently occupies all of the Leased PropertiesReal Property for the operation of its business. None of the Acquired Companies is a party toThere are no other parties occupying, or under with a right to occupy, the Leased Real Property. Neither the Company nor any agreement to become a party to, any lease Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements or is party to any Contract or subject to any claim that may require the payment of any real estate brokerage commission. The Company and each of its Subsidiaries has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property other than that are no longer in effect and has no continuing liability with respect to such terminated agreements. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the leases disclosed in Part 2.10(b)(i) conduct of the Disclosure ScheduleCompany’s business. Each such lease in respect To the Company’s Knowledge, none of the Leased Properties is Real Property, including the improvements thereon, violate in good standing in all any material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject respect any applicable Law relating to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence such property or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such leaseoperations thereon, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties non-violation is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesnot dependent on so-called non-conforming use exceptions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Square, Inc.)

Real Property. The Acquired (a) Schedule 3.9(a) sets forth a complete list of: (i) all real property and interests in real property owned in fee by the any of the Group Companies do not own or Blocker Companies (individually, together with all buildings, improvements and fixtures located thereon and all appurtenances thereto, an “Owned Property” and collectively, the “Owned Properties”) and the physical street address and owner thereof; (ii) all leases of real property by any of the Group Companies or Blocker Companies (whether as lessor, lessee, sublessor or sublessee), together with any and all amendments thereto and modifications thereof (individually, a “Real Property Lease” and collectively, the “Real Property Leases”); and (iii) each parcel of real property or any other interest in real property, except for the leasehold interests created property leased under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule Real Property Leases other than an Owned Property (individually, a “Leased Property” and collectively, the “Leased Properties”)) and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) and the physical street address thereof. No Person Group Company or Blocker Company has received any written notice of any Action or oral agreement, option, understanding Order pending or commitmentthreatened against or affecting any Company Property, or any right material portion thereof, in the nature or privilege capable in lieu of becoming such for the purchase condemnation or sale from or to any of the Acquired Companies of any real propertyeminent domain proceedings. Part 2.10(b)(i) of the Disclosure Except as set forth in Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to3.9(a)(ii), or under any agreement to become a party to, any lease and other than with respect to real property Permitted Exceptions, no Group Company or Blocker Company is a lessor, sublessor or grantor under any lease, sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Company Property, or portion thereof, and no Person other than a Group Company or Blocker Company has the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respectsright to possess, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or eventoccupy any Company Property or portion thereof. The use and operation of each Company Property by a Group Company or a Blocker Company and all improvements located thereon do not violate in any material respect any Law, occurrencecovenant, condition condition, restriction, easement, license, Permit or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesagreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Post Holdings, Inc.)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i(a) Section 3.11(a) of the Company Disclosure Schedule (collectivelyLetter sets forth a true, correct and complete list of all Owned Real Property, the “Leased Properties”corresponding street addresses and tax parcel numbers pertaining to each such Owned Real Property. The Company or a Company Subsidiary has good, valid and marketable fee simple title to all Owned Real Property free and clear of all Liens (other than Permitted Liens). No There are no leases, subleases, licenses, occupancy agreements, consents, assignments, purchase agreements, options, rights of first offer or first refusal, or other contracts granting to any Person has the right to use, occupy or purchase the Owned Real Property or any portion thereof or interest therein. Since the Reference Date, the Company and Company Subsidiaries have not received any written notice from any Governmental Body that: (i) alleges material violations of the Permits or oral agreementof building, optionzoning, understanding safety or commitment, fire ordinances or regulations or any right other Law applicable to the Owned Real Property; or privilege capable of becoming such for the purchase (ii) claims any material defect or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease deficiency with respect to real any Owned Real Property; and there are currently no such material violations, defects or deficiencies currently in existence. All easements, cross easements, licenses, air rights, rights-of-way and other similar property other than interests, if any, recorded against the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is Owned Real Property are in full force and effect without amendmentdefault thereunder. Since the Reference Date, except as disclosed the Company has not received any written notice from any association, declarant or easement holder requiring the correction of any condition with respect to the Owned Real Property, or any part thereof, by reason of a material violation of any restrictions or covenants recorded against the Owned Real Property which remains outstanding or unremedied, and there are currently no such material violations currently in Part 2.10(b)(iiexistence. The Company and Company Subsidiaries are not parties to any agreement or option to purchase any real property or interest therein. The Owned Real Property listed on Section 3.11(a) of the Company Disclosure Schedule. With respect to each lease in respect of Letter and the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, Real Property comprise all of the covenants to be performed by any other party under such lease have been fully performed. Each of material Real Property used in, or otherwise related to, the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesBusiness.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Duckhorn Portfolio, Inc.)

Real Property. The Acquired Companies do Company does not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person nor has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of it ever owned any real property. Part 2.10(b)(i) Schedule 3.18 sets forth the address of the Disclosure Schedule identifies Leased Real Property, and a true and complete list of each lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Real Property (including the date and name of the parties to the lease or license document), as well as the property address. There are currently no defaults under the Leased Real Property and no event has occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a default under the Leased Real Property. The Leased Real Property constitutes all of the Leased Properties. None real property used by the Company in connection with the operation of the Acquired Companies is a party toBusiness. The Equityholder has not received notice that there are any pending or, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired CompaniesCompany, all of threatened, condemnation or other proceedings relating to the covenants to be performed by any Leased Real Property or other party under such lease have been fully performed. Each matters adversely affecting the use or occupancy of the Leased Properties is adequate and suitable Real Property. The Company has received all requisite approvals of Government Entities (including Permits) required to be obtained by the Company in all material respects for connection with the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each occupancy of the Leased PropertiesReal Property and operation of the Business, and the Equityholder has not received notice that the Leased Real Property has not been operated and maintained in accordance with applicable Laws. Except as disclosed on Schedule 3.18, the Company has not entered into any leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party the right of use or occupancy of any portion of the Leased Real Property. The Leased Real Property is usable for its current uses without violating any federal, state, local or other governmental building, zoning, health, safety, platting, subdivision or other law, ordinance or regulation, or any applicable private restriction, and such use is a legal conforming use. All of the assets of the Company are located at the Leased Real Property, other than (i) inventory in transit; (ii) Company vehicles, tools, equipment and materials entrusted to Company employees; and (iii) machinery equipment or other assets which are on jobsites. There are no xxxxx or private sewage treatment systems in, on, or about the Leased Real Property.

Appears in 1 contract

Samples: Asset Purchase Agreement (Isun, Inc.)

Real Property. The Acquired Companies do Company does not own any real property or property, nor has the Company ever owned any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) . Section 2.11 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (collectively, the "Leased Properties”Real Property"). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) Section 2.11 of the Disclosure Schedule identifies sets forth a list of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor and/or lessee the date and term of the lease, license, sublease or other occupancy right, the aggregate annual rental payable thereunder, the amount of any deposit or other security or guarantee granted in connection with any such lease, license, sublease or other occupancy right, and all amendments, terminations and modifications thereof (collectively, the "Lease Agreements"). The Company currently occupies all of the Leased PropertiesReal Property for the operation of its business. None of the Acquired Companies is a party toThere are no other parties occupying, or under any agreement with a right to become a party tooccupy, any lease the Leased Real Property. The Company does not owe brokerage commissions or finders' fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property other than the leases disclosed that are no longer in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good effect and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With has no continuing liability with respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to terminated agreements. To the Knowledge of the Acquired CompaniesCompany, all the Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the covenants to be performed by any other party under such lease have been fully performedCompany's business. Each Neither the operation of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of Company on the Leased PropertiesReal Property nor, to the Company's Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such Leased Real Property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EnteroMedics Inc)

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for (a) Section 4.19(a) of the leasehold interests created under Target Company Disclosure Schedules contains a listing of all of the real property leases identified leased by a Target Company, including the address, lessor and lessee thereof (the “Leased Real Property”). The Leased Real Property comprises all real property used in Part 2.10(b)(i) the conduct of the Disclosure Schedule Business and operations of the Target Companies. A Target Company has a valid leasehold interest in the Leased Real Property. All Leased Real Property is held under leases or subleases (collectively, the “Leased PropertiesReal Property Leases)) that are valid instruments, enforceable in accordance with their respective terms, except as limited by the Bankruptcy and Equity Exception. No Person has any written All Real Property Leases and all amendments, modifications, supplements, side letters or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(iother agreement related thereto are set forth on Section 4.19(a) of the Target Company Disclosure Schedule identifies all Schedules. The Target Companies have made available to the Purchaser true, correct and complete copies of the Leased PropertiesReal Property Leases and all amendments, modifications, supplements, side letters or other agreements related thereto. None of the Acquired Companies There is a party tono default or breach by any Target Company or, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of S/T Group, any other party, in the Acquired Companies, all timely performance of the covenants any obligation to be performed by or paid under any such Real Property Lease or any other party material provision thereof. No Target Company is a sublessor or grantor under such lease have been fully performed. Each any sublease or other instrument granting to any person any right to the possession, lease, occupation or enjoyment of any of the Leased Properties is adequate Real Property. The use and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each operation of the Leased PropertiesReal Property does not violate in any material respect any Law, covenant, condition, restrictions, easement, license, permit or agreement. There are no Proceedings pending nor, to the Knowledge of S/T Group, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The respective leasehold estates of the Target Companies in the Leased Real Property are not subject to any Liens other than Permitted Liens.

Appears in 1 contract

Samples: Membership Interest and Stock Purchase Agreement (Oxford Industries Inc)

Real Property. The Acquired Companies do not own Neither the Company nor any of its Subsidiaries owns or has ever owned any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) . Section 2.12 of the Disclosure Schedule contains a true and complete list of all leases, subleases and occupancy agreements, together with any amendments thereto, under which the Company or any of its Subsidiaries is required to make payments of more than $250,000 on an annual basis (collectively, the “Leased PropertiesReal Property Leases”), with respect to all real property leased, subleased or otherwise used or occupied by the Company and its Subsidiaries and exceeding the threshold set forth above (the “Real Property”). No Person has any written or oral agreementThe Real Property Leases are in full force and effect, option, understanding or commitment, or any right or privilege capable of becoming and the Company and its Subsidiaries hold a valid and existing leasehold interest under each such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised andReal Property Lease, subject to the Enforceability Exceptionsapplication of any bankruptcy or creditor’s rights Laws, is and subject to Permitted Liens. The Company and its Subsidiaries have performed in full force all material respects all obligations required to be performed by them and effect without amendmentare not in receipt of any written claim of default or Breach under any Real Property Lease. No event has occurred which with the passage of time or the giving of notice or both would result in a default, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paidBreach, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default non-compliance under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to any Real Property Lease. To the Knowledge of the Acquired CompaniesCompany, each counterparty to any such Real Property Lease has performed in all of the covenants material respects all obligations required to be performed by it and is not in default under or in Breach of nor in receipt of any other party written claim of default or Breach under any such lease Real Property Lease. All Real Property, including, all buildings, structures and building systems included thereof, is in good operating condition and repair and is suitable for the conduct of the Company’s business as currently conducted. To the Knowledge of the Company, all improvements (if any) to be constructed on the Real Property pursuant to any Real Property Lease have been fully performedcompleted in accordance with and currently satisfy the terms of such Real Property Lease. Each Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the Leased Properties is adequate and suitable in all material respects for right to use or occupy the purposes for which it is presently being used and one Real Property or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesany portion thereof.

Appears in 1 contract

Samples: Share Purchase Agreement (Digital Turbine, Inc.)

Real Property. The Acquired Companies do not own any (a) Schedule 4.7 sets forth a complete list of (i) all real property or any interest and interests in real property, except for including improvements thereon and easements appurtenant thereto owned in fee by any member of the leasehold Company Group (individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all real property and interests created under in real property leased by the Company Group (the real property leases identified in Part 2.10(b)(i) of interests held by the Disclosure Schedule (Company Group as lessee, subtenant, licensee or occupant being referred to herein individually as a “Leased Property” and collectively, the “Leased Properties” and, together with the Owned Properties, being referred to herein individually as a “Company Group Property” and collectively as the “Company Group Properties). No Person has any written ) as lessee, lessor, subtenant, licensor, licensee or oral agreementoccupant, optionincluding a description of all leases, understanding or commitmentsubleases, or any right or privilege capable of becoming licenses, and other agreements in connection therewith (individually a “Real Property Lease” and collectively, the “Real Property Leases”) pursuant to which such for the purchase or sale from or to any member of the Acquired Companies of any real property. Part 2.10(b)(i) Company Group holds such Leased Property (including the name of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a third party tolessor, lessee, subtenant, licensor, licensee or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good occupant and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, sublease license or event, occurrence, condition or act which would become an event of default under such lease, occupancy agreement and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performedamendments thereto). Each of the Leased applicable members of the Company Group has good and marketable fee title to the Owned Property owned by such member free and clear of all Liens of any nature whatsoever, except Permitted Liens. No member of the Company Group is in breach or default under any material restrictive or other covenant encumbering any Owned Property in any material respect. The Company Group Properties is adequate constitute all interests in real property currently used, occupied or currently held for use in connection with the business of the Company Group, as currently conducted and suitable in all material respects which are necessary for the purposes for which it is presently being used and one or more continued operation of the Acquired Companies have adequate business of the Company Group, as currently conducted. The Company Group has delivered to Buyer true, correct and complete copies of (x) all deeds, title reports, and surveys for the Owned Properties in the possession of the Company Group, and (y) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Owned Properties are not subject to and the Company Group is not obligated under any leases, rights of ingress first offer or refusal, options to purchase, rights of occupancy or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein, except the Real Property Leases set forth on Schedule 4.7(a) and egress into each of except as contemplated by the Leased PropertiesPre-Closing Distribution.

Appears in 1 contract

Samples: Purchase Agreement (Gogo Inc.)

Real Property. The Acquired Companies do not own any real property or any interest in real propertyAs of the date hereof, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Section 4.12 of the Disclosure Schedule sets forth a true, correct and complete list of (i) all real property that is owned by the Company (collectively, the “Owned Real Property”) and (ii) all real property to which the Company is a party as lessee, sublessee, licensee or occupant (collectively, the “Leased PropertiesReal Property”). No Person The Company has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or good and valid fee simple title to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None Owned Real Property free and clear of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property Liens (other than the leases disclosed in Part 2.10(b)(iPermitted Liens) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates and has a good and valid leasehold estate interest in all of the Leased Properties thereby demised andReal Property, subject free and clear of any Liens (other than Permitted Liens). The Company is not obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property except the Enforceability ExceptionsLeased Real Property. As of the date hereof, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) Section 4.12 of the Disclosure ScheduleSchedule sets forth a true, correct and complete list of each lease, sublease, license or similar occupancy agreement (each, a “Real Property Lease”) under which the Company is lessee, sublessee or licensee of, or holds, uses or operates the Leased Real Property. With respect The Company has the right to each lease in respect use all of the Leased Properties: Real Property for the full term of each such Real Property Lease (iand any renewal options) all rents and additional rents due and payable as relating thereto. The Company has not assigned, transferred or pledged any interest in any of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement Real Property Leases. The Owned Real Property and the Leased Real Property and the use and occupancy of the lessee’s obligations has been granted Owned Real Property and Leased Real Property by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable Company comply in all material respects with all Applicable Laws, including zoning and building requirements, and none of the members of the Seller Group or the Company has received any notification from any Governmental Authority recommending improvement to the Owned Real Property or the Leased Real Property, which improvement was not made. Neither the whole nor any part of the Owned Real Property or Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Company’s Knowledge no such suit has been threatened. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Owned Real Property and Leased Real Property (except under the Real Property Leases and except for any utility easements and/or licenses relating to services provided to any Owned Real Property or Leased Real Property). To Company’s Knowledge, (i) the buildings, structures, facilities and improvements which are under construction (collectively, “Improvements”) comply in all material respects with valid and current certificates of occupancy or similar Permits to the extent required by Applicable Laws for the purposes use thereof, and (ii) the Improvements are in all material respects (A) in good operating condition and repair (ordinary wear and tear excepted) and (B) suitable and adequate for continued use in the manner in which it is they are presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased Propertiesused.

Appears in 1 contract

Samples: Stock Purchase Agreement (SPX Corp)

Real Property. The Acquired Companies do not own any SCHEDULE 3.15 discloses and summarizes all real property properties currently owned or any used by the Company or in which the Company or Shareholder has an interest in real property, except for connection with the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule Business (collectively, the “Leased Properties”)"REAL PROPERTY") and identifies the record title holder of each parcel of Real Property. No Person The Company does not lease any real property. The Company has good and marketable fee simple title to all Real Property shown as owned by it on SCHEDULE 3.15, free and clear of any Encumbrances other than Permitted Encumbrances. Copies of all title insurance policies and surveys relating to the Real Property have been delivered to Buyer. To the best knowledge of Shareholder or the Company, all structures and other improvements on all Real Property are within the lot lines and do not encroach on the real property of any other Person. The use and operation of all Real Property conform to all applicable building, zoning, safety and subdivision Laws, Environmental Laws and other Laws, and all restrictive covenants and restrictions and conditions affecting title. To the best knowledge of Shareholder or the Company, no portion of any Real Property is located in a flood plain, flood hazard area or designated wetlands area. Neither the Company nor Shareholder has received any written or oral agreement, option, understanding or commitment, notice of assessments for public improvements against any Real Property or any right written or privilege capable of becoming such for the purchase oral notice or sale from or order by any Governmental Body, any insurance company that has issued a policy with respect to any of the Acquired Companies such properties or any board of fire underwriters or other body exercising similar functions that relates to violations of building, safety or fire ordinances or regulations, claims any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, defect or under any agreement to become a party to, any lease deficiency with respect to real property any of such properties or requests the performance of any repairs, alterations or other than work to or in any of such properties or in the leases disclosed in Part 2.10(b)(i) streets bounding the same. There is no pending, or to the best knowledge of Shareholder or the Company threatened, condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Disclosure ScheduleReal Property. Each such lease in respect All public utilities (including water, gas, electric, storm and sanitary sewage and telephone utilities) required to operate the facilities of the Leased Properties is Company are available to such facilities, and such utilities enter the boundaries of such facilities through adjoining public streets, easements or rights-of-way of record in favor of the Company. Such public utilities are all connected pursuant to valid Permits, are all in good standing in working order, are adequate to service the operations of such facilities as currently conducted and permit full compliance with all material respectsrequirements of Law. All public utility assessments with respect to periods prior to Closing have been paid or will be paid prior to Closing. Neither the Company nor Shareholder has received any written notice of any proposed, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject planned or actual curtailment of service of any utility supplied to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) any facility of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesCompany.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Global Group Inc)

Real Property. The Acquired Companies do not own any Company leases all real property or any interest in real property, except necessary for the leasehold interests created under conduct of its business as presently conducted. The Company has not in the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectivelypast owned, the “Leased Properties”). No Person does not now own and has not entered into any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or agreement to any of the Acquired Companies of acquire any real property. Part 2.10(b)(i) Section 3.8 of Appendix III sets forth all Leases pursuant to which Facilities are leased by the Disclosure Schedule identifies Company (as lessee), true and correct copies of which have been delivered to Parent. Such Leases constitute all of Leases, subleases or other occupancy agreements pursuant to which the Leased PropertiesCompany occupies or uses Facilities. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a The Company has good and valid leasehold estate title to, and enjoys peaceful and undisturbed possession of, all leased property described in such Leases (the Leased Properties thereby demised andProperty”), subject to free and clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) termination of the Disclosure ScheduleLease therefor by the lessor. With respect to each lease in respect such parcel of the Leased Properties: Property (i) all rents and additional rents due and payable as there are no pending or, to the knowledge of the date Company, threatened condemnation proceedings relating to, or any pending or, to the knowledge of this Agreement have been paidthe Company, threatened Actions relating to, the Company’s leasehold interests in such Leased Property or any portion thereof, (ii) no waiverneither the Company nor, indulgence or postponement to the knowledge of the lessee’s obligations Company, any third party has been granted by entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any person the lessorright to use or occupy such Leased Property or any portion thereof or interest therein, except in connection with a Permitted Encumbrance, and (iii) the Company has not received notice of any pending or threatened special assessment relating to such Leased Property or otherwise has any knowledge of any pending or threatened special assessment relating thereto. To the Company’s knowledge, there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of no material default by the Leased Properties is adequate and suitable in all material respects for the purposes for which it is presently being used and one or more of the Acquired Companies have adequate rights of ingress and egress into each of the Leased PropertiesCompany under any such Lease.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aims Worldwide Inc)

Real Property. The Acquired Companies do not own No Company Group entity owns any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i. Section 4.6(a) of the Disclosure Schedule describes each parcel of real property that is leased to any Company Group entity (collectively, the “Leased PropertiesReal Property”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies The Leased Real Property constitutes all of the land, buildings, structures, improvements, fixtures and other interests and rights in real property that are used, occupied or held for use by any Company Group entity. Seller has made available to Buyer a true, correct and complete copy of each lease agreement or other instrument pursuant to which each parcel of Leased PropertiesReal Property is leased to any Company Group entity, including all amendments, supplements, assignments, terminations or other modifications thereto (each, a “Real Property Lease”). None Each applicable Company Group entity holds a valid, subsisting and enforceable leasehold interest in each parcel of the Acquired Companies Leased Real Property under the applicable Real Property Lease, with such exceptions as do not interfere in any material respect with the use made of such Leased Real Property in the conduct of the Business as currently conducted and subject to the Permitted Encumbrances. No Company Group entity is a party tolessor, sublessor or grantor under any agreement lease, sublease, consent, license or other instrument granting to become another Person any right to the possession, use, occupancy or enjoyment of all or any portion of any Leased Real Property. No party to a party toReal Property Lease has exercised or given any notice of exercise of any option, any lease right of first offer or right of first refusal with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Scheduleany Leased Real Property, including any option or right pertaining to purchase, expansion, renewal, extension or relocation. Each such lease in respect All of the Leased Properties is in good standing in Real Property has access to public roads and to all material respects, creates a good and valid leasehold estate in utilities necessary for the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) conduct of the Disclosure ScheduleBusiness as currently conducted. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as As of the date of this Agreement have been paidAgreement, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of Seller, (i) the Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each use of the Leased Properties is adequate and suitable in all material respects Real Property for the purposes for which it is presently currently being used by Company Group is permitted under applicable Laws, (ii) all certificates of occupancy, special use Permits and one or more other forms of the Acquired Companies have adequate rights of ingress and egress into each zoning relief necessary for such use of the Leased PropertiesReal Property by Company Group have been issued and (iii) there is no defect, disrepair, failure to maintain or other physical condition affecting the Leased Real Property improvements occupied by Company Group that would reasonably be expected to have a material and adverse effect on the conduct of the Business as currently conducted.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TerrAscend Corp.)

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