Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate: (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"); (ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof; (vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and (ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Section 2(i3.20(a) of the Disclosure Schedule lists and describes briefly all lists: (i) the street address of each parcel of Owned Real Estate Property, (ii) the current owner of each such parcel of Owned Real Property and real property leased (iii) the current use of each such parcel of Owned Real Property.
(b) Section 3.20(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(c) The Company has made available to the Seller Purchaser, or shall make available to the Purchaser within three (3) Business Days after the date hereof, true, legible and complete copies, to the extent available, of all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, Permits, other Encumbrances, title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Company or any Subsidiary thereon or any other uses thereof. Either the Company or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property. Neither the Company nor any Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.20(b) of the Disclosure Schedule to any third party.
(d) The Company has, or has caused to be, delivered to the Purchaser true and complete copies of all leases and subleases listed in Section 3.20(b) of the Disclosure Schedule and any and all ancillary documents (the "Ancillary Lease Documents") pertaining thereto (including, but not limited to, all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including, without limitation, complete legal descriptions consents for all alterations, assignments and sublets, documents recording variations, memoranda of the Real Estatelease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estateeach such lease and sublease:
(i) such lease or sublease, together with all Ancillary Lease Documents delivered pursuant to the Seller has good first sentence of this Section 3.20(d), is in full force and marketable title effect and represents the entire agreement between the respective landlord and tenant with respect to all of the Owned such Leased Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")Property;
(ii) the Leases are and, following the Closing such lease or sublease will continue not cease to be, legal, valid, binding, enforceable, and be in full force and effecteffect on terms identical to those currently in effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease;
(iiiA) no neither the Company nor any Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither the Company nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured;
(iv) none of the Company, any Subsidiary or, to the knowledge of the Company, any other party to any Lease such lease or sublease is in breach or default (or has repudiated in any provision thereof)material respect and, and to the knowledge of the Company, no event has occurred whichthat, with notice or lapse of time, would constitute such a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;
(iv) there are no disputes, oral agreements, under such lease or forbearance programs in effect as to any Lease;sublease; and
(v) none neither the Company nor any Subsidiary has exercised or given any notice of the Owned Real Estate and to the Seller's Knowledgeexercise of, none nor has any lessor or landlord exercised or received any notice of the properties subject to the Leases is subject to exercise by a lessor or landlord of, any lease (other than Leases)option, option to purchase or rights right of first refusal;offer or right of first refusal contained in any such lease or sublease, including, without limitation, any pertaining to purchase, expansion, renewal, extension or relocation (collectively, "Options").
(vie) except for Permitted Real Estate Encumbrances, there There are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to condemnation proceedings or eminent domain proceedings of any of the Real Estate; (ii) kind pending or, to the Seller's Knowledgeknowledge of the Company, threatened condemnation proceedings with respect against the Real Property.
(f) All the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy and, to any the knowledge of the Company, there are no facts that would prevent the Real Estate; Property from being occupied by the Company or any Subsidiary, as the case may be, after the Closing in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing.
(iiig) structural or mechanical defects in any of the buildings or No improvements located on the Real Estate; (iv) Property and none of the current uses and conditions thereof violate any pending orEncumbrance, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the Seller's Knowledge, threatened changed in any zoning laws ownership or ordinances which may materially adversely affect any operation of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities improvements on the Real Estate have received all approvals of governmental authorities (including licensesProperty, permits and zoning approvals) required in connection other than those which are transferable with the operation thereof and have been operated and maintained in accordance with applicable lawsReal Property, rules, and regulations; andare required by any Governmental Authority having jurisdiction over the Real Property.
(ixh) to All improvements on any Real Property are wholly within the Seller's Knowledge, the owner lot limits of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted such Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)
Real Property. (i) Tidelands does not own any interest in any real property (other than as lessee) except as set forth in Section 2(i3.4(e)(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased Memorandum (such properties being referred to herein as “Tidelands Realty”). Except as disclosed in Section 3.4(e)(i) of the Disclosure Memorandum, Tidelands has good title to the Seller (including, without limitation, complete legal descriptions for all Tidelands Realty and the titles to the Tidelands Realty are covered by title insurance policies providing coverage in the amount of the Real Estate). The Seller has delivered to the Buyers original purchase price, true, correct and complete copies of which have been furnished to United with the LeasesDisclosure Memorandum. With respect to Tidelands has not encumbered the Real Estate:Tidelands Realty since the effective dates of the respective title insurance policies.
(iii) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed Except as set forth in Section 2(i3.4(e)(ii) of the Disclosure Schedule (collectivelyMemorandum, the "Permitted Real Estate Encumbrances");
(ii) interests of Tidelands in the Tidelands Realty and in and under each of the Tidelands Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interestand all Liens and are subject to no present claim, easementcontest, covenantdispute, action or, to the knowledge of Tidelands, threatened action at law or in equity.
(iii) The present use and operations of, and improvements upon, the Tidelands Realty and all real properties included in the Leased Properties (the “Tidelands Leased Real Properties”) are in compliance with all applicable building, fire, zoning and other applicable laws, ordinances and regulations and with all deed restrictions of record, no notice of any violation or alleged violation thereof has been received, and there are no proposed changes therein that would affect the Tidelands Realty, the Tidelands Leased Real Properties or their uses.
(iv) Except as set forth in Section 3.4(e)(iv) of the Disclosure Memorandum, no rent has been paid in advance and no security deposit has been paid by, nor is any brokerage commission payable by or to, Tidelands with respect to any Tidelands Lease.
(v) Tidelands is not aware of any proposed or pending change in the zoning of, or other restrictionof any proposed or pending condemnation proceeding with respect to, any of the Tidelands Realty or the Tidelands Leased Real Properties which may adversely affect the Tidelands Realty or the Tidelands Leased Real Properties or the current or currently contemplated use thereof.
(vi) The buildings and structures owned, leased or used by Tidelands are, taken as a whole, in good operating order (except for Permitted Real Estate Encumbrances ordinary wear and Seller's leasehold interest tear), usable in each Lease has priority over any other interest except for the fee interest therein ordinary course of business, and Permitted Real Estate Encumbrancesare sufficient and adequate to carry on the business and affairs of Tidelands.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Tidelands Bancshares Inc), Merger Agreement (United Community Banks Inc)
Real Property. Section 2(i(a) of the Disclosure Schedule 4.12 lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the real property and interests therein owned by any Company (with all easements and other rights appurtenant to such property, the “Owned Real EstateProperty”) and, relative to each such property or interest, the Company that owns it. Except as set forth on Schedule 4.12(a). The Seller has delivered to , the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has Companies have good and marketable fee simple title to all of the Owned Real Estate Property, free and clear of any Encumbrances, except Permitted Encumbrances. No Company is a lessor of any parcel of Owned Real Property or any portion thereof or interest therein.
(b) Schedule 4.12(b) lists all liensof the real property and interests therein leased, chargessubleased or otherwise occupied or used by any Company (with all easements and other rights appurtenant to such property, mortgagesthe “Leased Real Property”). For each item of Leased Real Property, security interestsSchedule 4.12(b) also lists the lessor, easementsthe lessee, restrictions the lease term, the lease rate, and the lease, sublease, or other encumbrances Contract pursuant to which the applicable Company holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). Except as set forth on Schedule 4.12(b), the leasehold interest of a Company with respect to each item of Leased Real Property is free and clear of any nature whatsoever Encumbrances, except Permitted Encumbrances. No Company is a sublessor of, or has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by any Company with respect to any Lease have been paid in full.
(c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real estate taxes for property currently used in connection with the year businesses of Closing and municipal and zoning ordinances and recorded utility easements which the Companies. The Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use, occupancy or occupancy, value or the marketability of title of to the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectivelyReal Property, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, as set forth in Schedule 4.12(c) and in full force and effect;
(iii) no party with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. All buildings, plants, structures and other improvements owned or used by any Lease is Company lie wholly within the boundaries of the Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. Except as set forth in breach or default (or has repudiated any provision thereofSchedule 4.12(c), the Real Property complies with all Laws, including zoning requirements, and no event Company has occurred whichreceived any notifications from any Governmental Body or insurance company recommending improvements to the Real Property or any other actions relative to the Real Property. Hague has delivered to Solterra a copy of each deed and other instrument (as recorded) by which any Company acquired any Real Property and a copy of each title insurance policy, with notice or lapse of timeopinion, would constitute a breach or default thereunder or permit terminationabstract, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as survey and appraisal relating to any Lease;
Real Property. No Company is a party to or bound by any Contract (vincluding any option) none of for the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear sale of any Security Interest, easement, covenant, real estate interest or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except Contract for the fee lease to or from any Company of any real estate interest therein and Permitted Real Estate Encumbrancesnot currently in possession of any Company.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Quantum Materials Corp.), Merger Agreement (Hague Corp.)
Real Property. (a) Section 2(i4.15(a) of the Disclosure Schedule Letter lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)real property owned in fee by the Company and its Subsidiaries during the last five years. The Seller has delivered to the Buyers correct and complete copies Each of the Leases. With respect to the Real Estate:
(i) the Seller Company and its Subsidiaries has good and marketable title to all each parcel of the Owned Real Estate real property owned by it free and clear of all mortgages, pledges, liens, chargesencumbrances and security interests, except (i) those reflected or reserved against in the balance sheet of the Company dated as of December 31, 1999 and included in the SEC Reports, (ii) Taxes and general and special assessments not in default and payable without penalty and interest and (iii) other liens, mortgages, pledges, encumbrances and security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which interests that do not impair materially interfere with the current useCompany's or such Subsidiary's use and enjoyment of such real property or materially detract from or diminish the value thereof or that, occupancy have had or value would reasonably be likely to have, individually or in the marketability of title of the property and which are disclosed in aggregate, a Material Adverse Effect.
(b) Section 2(i4.15(b) of the Disclosure Schedule Letter sets forth a list of all material leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any material real property (collectively, the "Permitted Real Estate EncumbrancesREAL PROPERTY LEASES");
(ii. Section 4.15(b) of the Leases are andDisclosure Letter also sets forth a list of all material leases, following subleases and other agreements under which the Closing will continue to be, legal, Company or any of its Subsidiaries has used or occupied any material real property during the last five years. Each Real Property Lease is valid, binding, enforceable, binding and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no termination event has occurred which, with notice or lapse condition or uncured default of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none material nature on the part of the Owned Company or any such Subsidiary exists under any Real Estate and to the Seller's Knowledge, none Property Lease. Each of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Company and its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any a good and valid leasehold interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, property leased by it free and clear of any Security Interestall mortgages, easementpledges, covenantliens, or other restrictionencumbrances and security interests, except for Permitted Real Estate Encumbrances (i) those reflected or reserved against in the balance sheet of the Company dated as of December 31, 1999, (ii) Taxes and Seller's leasehold general and special assessments not in default and payable without penalty and interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.and
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Cunningham Graphics International Inc), Merger Agreement (Automatic Data Processing Inc)
Real Property. Section 2(i(i) ss.3(l)(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Sewcal. The Seller Sewcal has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good leases and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed subleases listed in Section 2(iss.3(l)(ii) of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in ss.3(l)(ii) of the "Permitted Real Estate Encumbrances");Disclosure Schedule to the best of Sellers knowledge:
(iiA) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiiB) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in ss.2 above);
(C) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none of with respect to each sublease, the Owned Real Estate representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalunderlying lease;
(viG) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Sewcal has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiiH) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(I) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Freedom Surf Inc), Asset Purchase Agreement (Freedom Surf Inc), Asset Purchase Agreement (Freedom Surf Inc)
Real Property. Section 2(i(a) Schedule 5.9 contains a brief ------------- ------------ description of (i) each parcel of real property owned by any Company (the "Owned ----- Real Property") and (ii) each option held by any Company to acquire any real ------------- property. Schedule 5.9 sets forth a list of each lease or similar agreement ------------ under which any Company is lessee of, or holds or operates, any real property owned by any third Person, except those which are terminable by such Company without penalty on 60 days' or less notice or which provide for annual lease payments of less than $75,000 (the "Leased Real Property"). --------------------
(b) The Owned Real Property is in conformity with all deed restrictions and other covenants and conditions recorded or running with the land. The current use and operation of the Owned Real Property is in substantial conformity with the certificate(s) of the Disclosure Schedule lists and describes briefly all occupancy issued for such Owned Real Estate Property. All of the buildings, structures, equipment and real property leased other tangible assets of the Companies located on the Owned Real Property are sufficient to support the conduct of the Business by the Companies as currently conducted at such Owned Real Property.
(c) Neither the whole nor any part of any of the Owned Real Property or, to the Seller (includingKnowledge of Parent, without limitationany Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Body, complete legal descriptions for all of the Real Estate). The Seller has delivered and, to the Buyers correct Knowledge of Parent, no such condemnation or other taking is threatened.
(d) Parent makes the following representations and complete copies of the Leases. With warranties with respect to the Downers Grove Real EstateProperty:
(i) the Seller has good Leases. Schedule 5.9(d) contains a complete and marketable title to all correct list ------ --------------- of the Owned Downers Grove Real Estate free Property Leases, true and clear correct copies of all lienswhich Parent has made available to Buyer. Except as set forth in Schedule 5.9(d), charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title --------------- (A) each of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Downers Grove Real Estate Encumbrances");
(ii) the Property Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and is in full force and effect;
effect and is enforceable against Parent and, to the Knowledge of Parent, the other parties thereto, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles; (iiiB) no party Parent is not in, nor, to any Lease is in the Knowledge of Parent, alleged to be in, breach or violation of or default under any of the Downers Grove Real Property Leases; (C) all rental or has repudiated any provision thereof), other payments due under the Downers Grove Real Property Leases as of the date hereof have been paid in full and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
rental payments have been paid more than one month in advance; (ivD) there are no disputesleasing commissions or tenant improvements allowances, oral agreements, payments or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate credits presently due and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase unpaid or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments which could become due with respect to any of the Downers Grove Real EstateProperty Lease; and (iiE) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to no tenant under any of the Downers Grove Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Property Lease has priority over withheld any other interest except payments under its Downers Grove Real Property Lease for any reason, nor has any tenant exercised or threatened to exercise any retention or set-off whatsoever against the fee interest therein and Permitted Real Estate Encumbrancesrentals payable thereunder.
Appears in 3 contracts
Samples: Purchase Agreement (Aramark Corp), Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Worldwide Corp)
Real Property. (a) Section 2(i) 6.12 of the Disclosure Schedule lists Schedules sets forth the address and describes briefly all description of each parcel of Owned Real Estate Property and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Leased Real Estate). The Seller has delivered to the Buyers correct and complete copies of the LeasesProperty. With respect to the each parcel of Owned Real Estate:
Property, and except for Permitted Encumbrances: (i) the Seller Company or one of its Subsidiaries has good and marketable title to all of the Owned Real Estate fee simple title, free and clear of all liensLiens; (ii) during the last twelve months, chargesneither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, mortgagesrights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) there are no pending or, security intereststo the Knowledge of Sellers, easementsthreatened condemnation or expropriation proceedings, restrictions lawsuits or administrative actions relating to the Owned Real Property or other encumbrances of legal matters affecting adversely, in any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair material respect, the current use, occupancy or value thereof; (v) the Owned Real Property has received all Permits required in connection with the occupation or operation thereof as presently occupied and operated and has been operated and maintained in accordance with applicable Laws, except for such Permits that, the marketability of title failure to obtain, would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect; (vi) there are no material improvements necessary to use any Owned Real Property to conduct the business of the property Company and its Subsidiaries as it is currently being conducted; (vii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property; and (viii) all Owned Real Property is supplied with utilities and other services necessary for the operation of the facilities thereon, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are disclosed in adequate to conduct the business of the Company and its Subsidiaries as it is currently being conducted.
(b) With respect to each parcel of Leased Real Property: (i) the lease or sublease agreement specified on Section 2(i) 6.12 of the Disclosure Schedule Schedules for such parcel (collectively, the "Permitted each a “Real Estate Encumbrances");
(iiProperty Lease”) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and shall be in full force and effect;
, shall be valid and enforceable in accordance with its terms and shall constitute the legal, valid and binding obligations of the parties thereto, and no condition shall exist or event, act or omission shall have occurred which, with or without notice, lapse of time or both, would constitute a material default by either of the parties thereto or a basis of force majeure or other claim of excusable delay or nonperformance thereunder; (iiiii) no party to any the Real Property Lease is in breach or default (or has shall have repudiated any provision provisions thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
; (iviii) there are shall be no disputes, oral agreements, or forbearance programs in effect as to any Lease;
the lease or sublease agreement; (iv) the Company shall have good and valid title to the leasehold estates in the Leased Real Property, free and clear of all Liens except Permitted Encumbrances; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are shall be no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's KnowledgeKnowledge of Sellers, threatened condemnation proceedings with respect or expropriation proceedings, lawsuits or administrative actions relating to the Leased Real Property or other legal matters affecting adversely, in any of material respect, the Real Estatecurrent use, occupancy or value thereof; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(viivi) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Leased Real Estate Property shall have received all approvals of governmental authorities (including licenses, permits and zoning approvals) Permits required in connection with the current occupation or operation thereof and shall have been operated and maintained in accordance with applicable lawsLaws except for such Permits that, rulesthe failure to obtain, would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect; (vii) there shall be no material improvements necessary to use the Leased Real Property to conduct the business of the Company and regulationsits Subsidiaries as it is currently being conducted; and
(viii) there shall be no leases (other than the Real Property Lease), subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Leased Real Property; and (ix) to the Seller's Knowledge, the owner of each leased facility has good Leased Real Property shall be supplied with utilities and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein operation of the facilities thereon, including gas, electricity, water, telephone, sanitary sewer and Permitted Real Estate Encumbrancesstorm sewer, all of which services shall be adequate to conduct the business of the Company and its Subsidiaries as it is currently being conducted.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Intrexon Corp), Membership Interest Purchase Agreement (Intrexon Corp)
Real Property. Section 2(i(a) Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property.
(b) Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the Seller or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.
(c) Except as set forth on Schedule 3.07(c), the Seller and its Affiliates have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Property or any portion thereof or interest therein.
(including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. d) With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesProperty, there are is no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Knowledge of Seller's Knowledge, threatened condemnation proceedings condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.
(e) Except as set forth on Schedule 3.07(e), within the past two (2) years, the Seller has not received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Station’s use thereof.
(f) Within the past two (2) years, the Seller has not received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any of Owned Real Property other than the Real Estate; (iii) structural or mechanical defects Seller. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the buildings or improvements located on the Owned Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) i. the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) . the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) . to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) of Except as would not have, individually or in the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (includingaggregate, without limitationa Parent Material Adverse Effect, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller either Parent or a Subsidiary of Parent has good and marketable valid title to all each material real property (and each real property at which material operations of Parent or any of its Subsidiaries are conducted) owned by Parent or any Subsidiary other than Parent Real Property Leases and Rights-of-Way (such owned real property collectively, the “Parent Owned Real Estate Property”) and (ii) either Parent or a Subsidiary of Parent has a good and valid leasehold interest in each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of Parent or any of its Subsidiaries are conducted) (any property subject to such lease, sublease or other agreement, the “Parent Leased Real Property,” and such leases subleases and other agreements are, collectively, the “Parent Real Property Leases”), in each case, free and clear of all liensLiens other than any Parent Permitted Liens and Permitted Encumbrances. Except as would not have, chargesindividually or in the aggregate, mortgagesa Parent Material Adverse Effect, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i(A) of the Disclosure Schedule (collectively, the "Permitted each Parent Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, Property Lease is valid, binding, enforceable, binding and in full force and effect;
, subject to the Remedies Exceptions and (iiiB) no party uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder, exists under any Lease is in breach or default (or has repudiated any provision thereof)Parent Real Property Lease, and no event has occurred whichor circumstance exists that, with notice or lapse the giving of notice, the passage of time, or both, would constitute a material breach or default thereunder or permit termination, modification, or acceleration thereunder;under a Parent Real Property Lease.
(ivb) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) there are no disputesleases, oral agreementssubleases, licenses, rights or forbearance programs in effect as to other agreements affecting any Lease;
(v) none portion of the Parent Owned Real Estate Property or the Parent Leased Real Property that would reasonably be expected to adversely affect the existing use of such Parent Owned Real Property or Parent Leased Real Property by Parent or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among Parent and to the Seller's Knowledgeits Subsidiaries or among Parent’s Subsidiaries, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase there are no outstanding options or rights of first refusal;refusal in favor of any other party to purchase any Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Parent Owned Real Property by Parent in the operation of its business thereon, and (iii) neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Parent Owned Real Property or Parent Leased Real Property that would reasonably be expected to adversely affect the existing use of such Parent Owned Real Property or Parent Leased Real Property by Parent or its Subsidiaries in the operation of its business thereon.
(vic) except for Permitted Real Estate EncumbrancesExcept as would not, there are no individually or in the aggregate, have a Parent Material Adverse Effect: (i) actual oreach of Parent and its Subsidiaries has such Rights-of-Way that are necessary for Parent and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, to the Seller's Knowledge, proposed special assessments with respect to any and each such Right-of-Way is valid and free and clear of the Real Estateall Liens (other than Parent Permitted Liens); (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to Parent and its Subsidiaries conduct their businesses in a manner that does not violate any of the Real EstateRights-of-Way; (iii) structural or mechanical defects in any Parent and its Subsidiaries have fulfilled and performed all of the buildings or improvements located on the Real Estatetheir obligations with respect to such Rights-of-Way; and (iv) neither Parent nor any pending orof its Subsidiaries have received written notice of, and to the Seller's Knowledgeknowledge of Parent there does not exist, threatened changed the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any zoning laws impairment of the rights of Parent and its Subsidiaries in and to any such Rights-of-Way. Except as would not, individually or ordinances which may materially adversely affect in the aggregate, have a Parent Material Adverse Effect, all pipelines operated by Parent and its Subsidiaries have and are entitled to the benefits of all Rights-of-Way that are necessary for Parent and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as a result of any breach by Parent or any of its Subsidiaries of the Real Estate or Seller's terms of any Rights-of-Way) in such Rights-of-Way that would prevent Parent and its Subsidiaries to use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest and operate their respective assets and properties in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits manner that such assets and zoning approvals) required in connection with the operation thereof properties are currently used and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesoperated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy Transfer LP), Merger Agreement (SemGroup Corp), Merger Agreement
Real Property. (a) Inuvo owns no real property.
(b) Section 2(i5.25(b) of the Inuvo Disclosure Schedule lists and describes briefly sets forth a complete list of all Owned Real Estate and material real property leased to the Seller (including, without limitation, complete legal descriptions for all by Inuvo or any of its Subsidiaries as of the date hereof (“Inuvo Material Leased Real EstateProperty”). The Seller has delivered to the Buyers correct and complete copies A copy of the lease, including all amendments, extensions, renewals, guaranties and other agreements for each Inuvo Material Leased Real Property (the “Inuvo Leases”) has been made available to CPT in the Inuvo Data Room. With respect to each of the Real Estate:
Inuvo Leases: (i) such Inuvo Lease is legal, valid, and binding on Inuvo or its Subsidiary party thereto, and, to the Seller has good Knowledge of Inuvo, each other Person party thereto, and marketable title is enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to all or affecting the rights and remedies of creditors generally and the Owned Real Estate free and clear effect of all liens, charges, mortgages, security interests, easements, restrictions general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or other encumbrances of any nature whatsoever at law); (ii) except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed as set forth in Section 2(i5.25(b) of the Inuvo Disclosure Schedule (collectivelySchedule, the "Permitted Real Estate Encumbrances");
(ii) transactions contemplated by this Agreement do not require the Leases are andconsent of any other party to such Inuvo Lease, following the Closing will continue not result in a breach of or default under such Inuvo Lease, or otherwise cause such Inuvo Lease to be, cease to be legal, valid, binding, enforceable, enforceable and in full force and effect;
effect on identical terms following the Closing; (iii) no neither Inuvo nor any of its Subsidiaries, as the case may be, nor any other party to any Inuvo Lease is in material breach or default (or has repudiated any provision thereof)under such Inuvo Lease, and no event has occurred or failed to occur or circumstance exists which, with notice the delivery of notice, the passage of time or lapse of timeboth, would constitute such a breach or default thereunder default, or permit the termination, modification, modification or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any of rent under such Inuvo Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) the other party to such Inuvo Lease is not an Affiliate of, and otherwise does not have any pending oreconomic interest in, to the Seller's Knowledge, threatened changed in any zoning laws Inuvo or ordinances which may materially adversely affect any of its Subsidiaries; (v) neither Inuvo nor any of its Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Inuvo Material Leased Real Estate Property or Seller's use any portion thereof;; and (vi) neither Inuvo nor any of its Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in such Inuvo Lease or any interest therein.
(viic) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or Inuvo and each of its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility Subsidiaries has good and marketable title valid leasehold interest to the underlying parcel of real propertyall Inuvo Material Leased Real Property, free and clear of all Liens of any Security Interestnature whatsoever, easementexcept (i) Liens for current Taxes, covenantpayments of which are not yet delinquent or are being disputed in good faith, (ii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, or other restriction(iii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, except for Permitted Real Estate Encumbrances and Seller's leasehold interest liens, encumbrances and defects in title, that in each Lease case do not materially detract from the value or use of the property subject thereto.
(d) Except as set forth in Section 5.25(d) of the Inuvo Disclosure Schedule, the present use of the land, buildings, structures and improvements on Inuvo Material Leased Real Property are, in all material respects, in conformity with all Laws, including all applicable zoning Laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither Inuvo nor any of its Subsidiaries, as the case may be, has priority over received any written notice of material violation thereof. Neither Inuvo nor any of its Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any regulatory authority or other interest except for Person relating to any Inuvo Material Leased Real Property or the fee interest therein activities thereon, other than where there is no current or reasonably likely material interference with the operations Inuvo Material Leased Real Property as presently conducted (or as would be conducted at full capacity).
(e) Neither Inuvo nor any of its Subsidiaries, as the case may be, has received any notice from any insurance company of any material defects or inadequacies in Inuvo Material Leased Real Property or any part thereof, which would materially and Permitted adversely affect the insurability of the same or of any termination or threatened (in writing) termination of any policy of insurance relating to any such Inuvo Material Leased Real Estate EncumbrancesProperty.
Appears in 3 contracts
Samples: Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (Inuvo, Inc.)
Real Property. Section 2(i(a) Schedule 5.11(a)(i) of the Chevron Disclosure Schedule lists and describes briefly identifies all Owned Real Estate and real property leased assets the fee title to which is owned, beneficially and/or of record, by Chevron as of the date of this Agreement and which are material to the Seller (including, without limitation, complete legal descriptions for all businesses of C Chem. Schedule 5.11(a)(ii) of the Real Estate). The Seller has delivered Chevron Disclosure Schedule identifies all real property assets a leasehold interest in which is owned, beneficially and/or of record, by Chevron as of the date of this Agreement and which are material to the Buyers correct and complete copies businesses of the Leases. C Chem.
(b) With respect to any real property owned or leased by Chevron (the "C Chem Real Estate:
(i) the Seller Property"), Chevron has good and marketable title valid fee or leasehold title, as the case may be, to all of the Owned Real Estate real property owned or leased by Chevron, in each case, free and clear of all liensLiens, chargesexcept for Permitted Encumbrances, mortgages, security interests, easements, restrictions defects in title or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing Liens described on Schedules 5.11(a)(i) and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i5.11(a)(ii) of the Chevron Disclosure Schedule and other defects in title or Liens that, individually or in the aggregate, do not and would not reasonably be expected to have a Material Adverse Effect on C Chem.
(collectivelyc) Each of the leases (including subleases) to which Chevron is a party (the "C Chem Leases") is a valid, binding and enforceable (except as such enforceability may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally) obligation of each of the lessee and the lessor under such C Chem Lease, and neither Chevron nor, to Chevron's knowledge, the "Permitted Real Estate Encumbrances");
other party to any C Chem Lease is in default under such C Chem Lease in any material respect, other than such defaults, if any, which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on C Chem. As of the date of this Agreement, except where, individually or in the aggregate, there would not reasonably be expected to be a Material Adverse Effect on C Chem or as otherwise set forth on Schedule 5.11(a)(i) of the Chevron Disclosure Schedule, (i) the enforceability of any of the C Chem Leases will not be impaired by the execution or delivery of this Agreement or the Amended LLC Agreement, (ii) the Leases are and, following execution and delivery of this Agreement or the Closing Amended LLC Agreement or the consummation of the transactions contemplated by this Agreement or the Amended LLC Agreement will continue not entitle the lessor under any C Chem Lease to be, legal, valid, binding, enforceableterminate such C Chem Lease prior to the scheduled expiration thereof, and in full force and effect;
(iii) no party neither Chevron nor any C Chem Subsidiary is currently participating in any discussions or negotiations regarding termination of any C Chem Lease of a property at which C Chem conducts business operations prior to any the scheduled expiration of such C Chem Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse by reason of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration alleged breach by the tenant thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 3 contracts
Samples: Contribution Agreement (Chevron Corp), Contribution Agreement (Phillips Petroleum Co), Contribution Agreement (Chevron Phillips Chemical Co LLC)
Real Property. Target does not own any real property. Section 2(i4(m) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Target. The Seller Transferor has delivered to the Buyers North American correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good leases and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed subleases listed in Section 2(i4(m) of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in Section 4(m) of the "Permitted Real Estate Encumbrances");Disclosure Schedule:
(iiA) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiiB) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none Target has not received a notice from the lessor indicating that the lease will not be renewed at the end of its current term for any additional terms provided for in the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusallease;
(viG) except the term of the lease will continue for Permitted Real Estate Encumbrances, there are no a minimum of six months past the Closing Date;
(iH) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of each sublease, the Real Estate; representations and warranties set forth in subsections (iiA) pending or, to the Seller's Knowledge, threatened condemnation proceedings through (G) above are true and correct with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease;
(viiI) the Seller Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiiJ) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(K) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ixL) the Transferor is not aware of any pending or threatened foreclosure or other enforcement proceedings relating to the Sellerreal property underlying the leases or subleases set forth in Section 4(m) of the Disclosure Schedule that could result in Target's Knowledge, the owner loss of each leased facility has good and marketable title to the underlying parcel possession of such real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 3 contracts
Samples: Stock Exchange Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp)
Real Property. Section 2(iTo the extent otherwise permitted hereunder, if any Credit Party acquires a fee ownership interest in any real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in excess of $5,000,000, it shall provide to the Administrative Agent within ninety (90) days (or such later period of time as agreed to by the Administrative Agent in its sole discretion) of such acquisition (or such extended period of time as agreed to by the Disclosure Schedule lists and describes briefly all Owned Administrative Agent) (i) such security documentation as the Administrative Agent may reasonably request to cause such fee ownership interest in such Real Estate to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent and real property leased to (ii) such other documentation as the Seller (Administrative Agent or any Lender may reasonably request in connection with the foregoing, including, without limitation, complete legal descriptions for the items set forth on Schedule 5.12, all of the Real Estate). The Seller has delivered in form and substance reasonably satisfactory to the Buyers correct Administrative Agent; provided, that no Credit Party shall pledge any Real Estate to the Administrative Agent unless and complete copies of the Leasesuntil each Lender has received at least forty-five (45) days prior written notice that such Real Estate shall become a Mortgaged Property. With respect to each Mortgaged Property that is a Flood Hazard Property, the Real Estate:
applicable Credit Party shall deliver to the Administrative Agent the following: (a) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (i) as to the Seller has good fact that such Mortgaged Property is a Flood Hazard Property and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) as to whether the Leases are and, community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (b) copies of insurance policies or certificates of insurance of the applicable Credit Party evidencing flood insurance in compliance with the laws relating to flood insurance and naming the Administrative Agent as loss payee on behalf of the Lenders. The Credit Parties shall use commercially reasonable efforts for sixty (60) days following the Closing will continue Date to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments obtain collateral access agreements with respect to the property located at 000 Xxxxx Xxxxxx, 9th Floor, New York, New York 10282 (or any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except successor headquarters for the fee interest therein and Permitted Real Estate EncumbrancesCredit Parties).
Appears in 3 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)
Real Property. Section 2(i(i) Schedule 4.l4(i) of the Disclosure Schedule lists and briefly describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)buildings in which the Company has an ownership interest and in which the book value as per the Most Recent Balance Sheet exceeded an equivalent of US$500,000. The Seller has delivered buildings listed on Schedule 4.14(i) (“Buildings”), along with the buildings housing base stations, switches or other equipment material to the Buyers correct and complete copies operation of the Leases. Business, taken as a whole, are referred to herein as “Owned Real Property.” With respect to the Owned Real EstateProperty:
(iA) the Seller Company owns and has good the right to possess, use and marketable title alienate the Owned Real Property, and the Owned Real Property is held free and clear of any Security Interest and other restrictions which would impair the current use;
(B) there are no pending or, to all the Knowledge of the Seller, threatened, condemnation proceedings, lawsuits, or administrative actions relating to any of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions Property or other encumbrances matters affecting materially and adversely the current use thereof;
(C) each Building, and the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, has received all material approvals of governmental authorities required in connection with the ownership or operation thereof and has been operated and maintained in accordance with all material applicable laws, rules, and regulations. In the context of the foregoing, the term “material” does not include such approvals, licenses or permits that are of a routine or minor nature and that are customarily granted in due course after proper application therefor;
(D) there are no leases, subleases, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any nature whatsoever portion of the Buildings, or the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole (or a portion thereof as the case may be), to which the Company has an ownership interest, except real estate taxes for to the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair extent that the current useuse of the building (or a portions thereof as the case may be) would not be materially impaired thereby;
(E) there are no outstanding options or rights of first refusal to purchase any Building, occupancy or value or the marketability of title buildings housing base stations, switches or other equipment material to the operation of the property and which Business, taken as a whole, or any portion thereof or interest therein; and
(F) there are disclosed no parties (other than the Company) in Section 2(ipossession of any Building, or the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, except to the extent that the current use of such Building or buildings comprising the Owned Real Property would not be materially impaired thereby.
(ii) Schedule 4.l4(ii) of the Disclosure Schedule (collectivelylists and briefly describes all of the premises leased or subleased to the Company and under which the annual lease or sublease payments by the Company exceed an equivalent of US$50,000. The buildings listed on Schedule 4.14(ii), along with the "Permitted buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, are referred to herein as “Leased Real Estate Encumbrances");Property.” With respect to the Leased Real Property:
(iiA) the Leases are and, following the Closing will continue to be, legal, lease or sublease is legally valid, binding, binding and enforceable, and in full force and effect;
(iiiB) no the lease or sublease will continue to be legally valid, binding and enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) the Company is not in breach of, and the Company has not received any notice that any third party to any Lease is in breach of, the lease or default (or has repudiated any provision thereof)sublease, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) there are no disputesthe Company has not repudiated, oral agreementsnor has the Company received any notice that any third party has repudiated, any provision of the lease or forbearance programs in effect as to any Leasesublease;
(vE) none with respect to each sublease, the Company has not received any notice indicating that any of the Owned Real Estate and warranties set forth in subsections (A) through (D) above are untrue, inaccurate or misleading with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalunderlying lease;
(viF) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any all of the Leased Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Property has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all material approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the leasing or operation thereof and have has been operated and maintained in accordance with all material applicable laws, rules, and regulations; and. In the context of the foregoing, the term “material” does not include such approvals, licenses or permits that are of a routine or minor nature and that are customarily granted in due course after proper application therefor.
(ixiii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of The Company does not directly or indirectly own any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesland.
Appears in 3 contracts
Samples: Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc)
Real Property. Section 2(i(a) Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the LIN Companies, and immediately following the Merger Closing will be owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property.
(b) Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the LIN Companies, and immediately following the Merger Closing the Seller or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.
(c) Except as set forth on Schedule 3.07(c), the LIN Companies have, and immediately prior to the Closing the Seller or its Affiliate will have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Property or any portion thereof or interest therein.
(including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. d) With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesProperty, there are is no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Knowledge of Seller's Knowledge, threatened condemnation proceedings condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.
(e) Except as set forth on Schedule 3.07(e), none of the Seller or the LIN Companies, within the past two (2) years, received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Stations’ use thereof.
(f) Within the past two (2) years, none of the Seller nor the LIN Companies has received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any of Owned Real Property other than the Real Estate; (iii) structural Seller or mechanical defects the LIN Companies. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the buildings or improvements located on the Owned Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (LIN Media LLC)
Real Property. (a) Other than as set forth in Section 2(i) 3.25 of the Company Disclosure Schedule lists Letter, with respect to each parcel of real property owned by the Company or any of the Subsidiaries which is material to the operations of the Company and describes briefly all any of its Subsidiaries (collectively, the “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
Property”): (i) the Seller Company or any of the Subsidiaries, as the case may be, has good and marketable title to all of the Owned Real Estate indefeasible fee simple title, free and clear of all liens, charges, mortgages, security interestsinterests and encumbrances, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes (A) Permitted Encumbrances; (B) easements for the year erection and maintenance of Closing public utilities exclusively serving the properties; or (C) other easements and municipal and zoning ordinances and recorded utility easements which encumbrances affecting the properties so long as same do not impair render title to the current use, occupancy Owned Real Property unmarketable or value or uninsurable; (ii) neither the marketability of title Company nor any of the property Subsidiaries, as the case may be, has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer, rights of reverter or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and which are disclosed in Section 2(i(iv) neither the Company nor any of the Disclosure Schedule Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) With respect to each premise leased by the Company or any of the Subsidiaries (collectively, the "Permitted “Leased Real Estate Encumbrances"Property”);
, the Company or any of the Subsidiaries, as the case may be, has delivered or made available to Parent and Acquisition Co. a true and complete copy of all leases, subleases, licenses or other agreement including all amendments, extensions, renewals or guaranties thereof (ii“Leases”) for such Leased Real Property. With respect to each of the Leases are aforementioned Leases: (i) with respect to the Company and its Subsidiaries and, following to the Closing will continue knowledge of the Company, with respect to bethe other party thereto, such Lease is legal, valid, binding, enforceable, enforceable and in full force and effect;
; (ii) the transactions contemplated by this Agreement or the Tender and Voting Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) there are no material disputes with respect to such Lease; (iv) neither the Company nor any of the Subsidiaries, as the case may be, nor, to the knowledge of the Company or any of the Subsidiaries, as the case may be, any other party to any the Lease is in breach or default (or has repudiated any provision thereof)under such Lease, and to the knowledge of the Company no event has occurred or failed to occur or circumstance exists which, with notice the delivery of notice, the passage of time or lapse of timeboth, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) to the knowledge of the Company no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder under such Lease which has not been redeposited in full; (vi) neither the Company nor any of the Subsidiaries, as the case may be, owes, nor will it owe in the future, any brokerage commissions or permit terminationfinder’s fees with respect to such Lease; (vii) the other party to such Lease is not an affiliate of, modificationand otherwise does not have any economic interest in, the Company or acceleration thereunder;
any of the Subsidiaries; (ivviii) neither the Company nor any of the Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) neither the Company nor any of the Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (x) there are no disputesLiens on the estate or interest created by such Lease, oral agreementsother than, in the case of (i) through (x) above, for any such case where there is no current or reasonably likely material interference with the operations conducted at the Leased Real Property as presently conducted (or as would be conducted at full capacity).
(c) The Company’s and each Subsidiary’s current use of the Leased Real Property is in material compliance with applicable Law and any applicable restrictions of record, and neither the Company nor any Subsidiary has received any notice of a material violation of any such Law or restriction with respect to the Leased Real Property that has not been cured.
(d) Neither the Company nor any of the Subsidiaries, as the case may be, has received any written notice, or forbearance programs the knowledge of the Company oral notice, from any insurance company of any material defects or inadequacies in effect as to any Lease;
(v) none of the Owned Real Estate Property or Leased Real Property or any part thereof, which would materially and to adversely affect the Seller's Knowledge, none insurability of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase same or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, termination or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest threatened (in each Lease has priority over writing) termination of any other interest except for the fee interest therein and Permitted Real Estate Encumbrancespolicy of insurance.
Appears in 3 contracts
Samples: Merger Agreement (Foster L B Co), Merger Agreement (Foster L B Co), Merger Agreement (Foster L B Co)
Real Property. Section 2(i(a) of Except as would not have, individually or in the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (includingaggregate, without limitationa Parent Material Adverse Effect, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller either Parent or a Parent Subsidiary has good good, valid and marketable fee simple title to each and all real property owned by Parent or any Parent Subsidiary (such owned real property collectively, the “Parent Owned Real Property”), and (ii) either Parent or a Parent Subsidiary has a good, valid and enforceable leasehold interest in each and all leases, subleases and other agreements under which Parent or any of the Parent Subsidiaries uses or occupies or has the right to use or occupy any real property (any property subject to such leases, subleases or other agreements, the “Parent Leased Real Property” and, together with the Parent Owned Real Estate Property, the “Parent Real Property” and such leases, subleases and other agreements, the “Parent Real Property Leases”), in each case, free and clear of all liensLiens other than any Parent Permitted Liens. Except as would not have, chargesindividually or in the aggregate, mortgagesa Parent Material Adverse Effect, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i(A) of the Disclosure Schedule (collectively, the "Permitted each Parent Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, Property Lease is valid, binding, enforceable, binding and in full force and effect;
effect and enforceable in accordance with its terms and conditions, subject to the Equitable Exceptions, (iiiB) Parent and each of its Subsidiaries (as applicable) are in compliance with all terms and conditions of each Parent Real Property Lease, (C) no party to any Lease is in uncured default, breach or default (or has repudiated violation of a material nature on the part of Parent or, if applicable, its Subsidiary exists under any provision thereof), Parent Real Property Lease and no event has occurred whichor circumstance exists that, with notice or lapse the giving of notice, the passage of time, or both, would constitute a breach material breach, default or default thereunder violation under a Parent Real Property Lease, (D) Parent has not collaterally assigned or permit terminationgranted any other security interest in any Parent Real Property Leases or any portion thereof or interest therein, modification, or acceleration thereunder;
and (ivE) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none knowledge of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesParent, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments disputes with respect to any such Parent Real Property Lease.
(b) Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect: (i) each of Parent and the Real EstateParent Subsidiaries has such Rights-of-Way that are necessary for Parent and the Parent Subsidiaries to use, occupy and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid, enforceable and free and clear of all Liens (other than Parent Permitted Liens); (ii) pending or, to Parent and the Seller's Knowledge, threatened condemnation proceedings with respect to Parent Subsidiaries conduct their businesses in a manner that does not violate any of the Real Estatesuch Rights-of-Way; (iii) structural or mechanical defects in Parent and the Parent Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither Parent nor any of the buildings Parent Subsidiaries has received written notice of the occurrence of any ongoing event or improvements located on circumstance that allows, or after the Real Estate; (iv) giving of notice or the passage of time, or both, would allow the revocation or termination of any pending orRight-of-Way or would result in any impairment of the rights of Parent and the Parent Subsidiaries in and to any such Rights-of-Way. Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, all pipelines operated by Parent and the Parent Subsidiaries have or are otherwise entitled to the Seller's Knowledgebenefits of all Rights-of-Way that are necessary for Parent and the Parent Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, threatened changed in and there are no gaps (including any zoning laws gap arising as a result of any breach by Parent or ordinances which may materially adversely affect any of the Real Estate or Seller's Parent Subsidiaries of the terms of any Rights-of-Way) in such Rights-of-Way that would prevent Parent and the Parent Subsidiaries to use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest and operate their respective assets and properties in the Leases or its rights thereunder;
(viii) to the Seller's Knowledgemanner that such assets and properties are currently used, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits occupied and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesoperated.
Appears in 3 contracts
Samples: Merger Agreement (NuStar Energy L.P.), Merger Agreement (Sunoco LP), Merger Agreement (Sunoco LP)
Real Property. Section 2(i(a) All of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased owned by Sellers and used primarily in the business and operation of the Publications is identified on Schedule 3.10(a), together with all buildings, structures, residences, fixtures, landscaping, utility lines, roads, driveways, fences, parking areas, contiguous and adjacent entry rights, construction in progress, and all other improvements to such real property that are owned by Sellers or any Affiliate, located in and upon such real property, and used primarily in the business and operation of the Publications, together with all rights, privileges, and easements appurtenant to the Seller foregoing (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered foregoing collectively referred to as the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the “Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"Property”);
(iib) Schedule 3.10(b) sets forth a complete and accurate list of all leasehold interests of Sellers used primarily in the Leases are and, following business and operation of the Closing will continue to be, legal, valid, binding, enforceable, Publications (the “Leased Real Property”). The Leased Real Property and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and Property are collectively referred to as the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;“Real Property”.
(vic) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good Good and marketable fee title to the underlying each parcel of real propertyOwned Real Property disclosed on Schedule 3.10(a) is owned by Sellers set forth on such schedule, free and clear of any Security InterestLiens, easementeasements, covenantrights-of-way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or other restrictiontitle defects, of any nature whatsoever, except for Permitted Encumbrances (as defined below). As used in this Agreement, the term “Permitted Encumbrances” means (i) Liens for Taxes not yet due and payable; (ii) Liens for Taxes which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created and set forth on the Closing Date Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business consistent with past practice or which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet (which reserve under clauses (ii) or (iii) shall, to the extent Sellers are successful in finally, definitively and irrevocably contesting any such Liens and Buyer effectively gets the benefit thereof, will upon written notice and delivery of satisfactory proof thereof, be refunded to Sellers); (iv) easements, rights-of-way, encroachments, licenses, restrictions, conditions and other similar encumbrances which do not materially interfere with the current use of any of the Owned Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.Property;
Appears in 3 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Morris Publishing Finance Co), Asset Purchase Agreement (Morris Publishing Finance Co)
Real Property. (a) Section 2(i3.12(a) of the Disclosure Schedule lists Schedules sets forth a list of each parcel of real property owned by Seller or its Affiliates with respect to an Acquired Store and describes briefly all the Distribution Center (collectively, the “Owned Real Estate Property”) and real property leased to the record owner thereof. Seller (includingand its Affiliates have good, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct marketable and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable valid fee simple title to all of the Owned Real Estate Property, free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever Liens except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Permitted Liens.
(b) Section 2(i3.12(b) of the Disclosure Schedule Schedules sets forth (i) a list of all leasehold interests with respect to the Acquired Stores and the Distribution Center in all real property (including with respect to any relocation site set forth on Section 3.12(b) of the Disclosure Schedules, the “Leased Real Property”) and (ii) a list of all leases, subleases, licenses and other agreements for the use and occupancy by the Acquired Stores and the Distribution Center of the Leased Real Property (together with all modifications, amendments and supplements thereto, collectively, the "Permitted Real Estate Encumbrances"“Acquired Leases”);
(ii) the Leases are and. Each Acquired Lease is a valid and binding obligation of Seller or one of its Affiliates, following the Closing will continue to beas applicable, legal, valid, binding, enforceable, and is in full force and effect;effect and is enforceable against such Person, as applicable, and, to the Knowledge of Seller, against the other parties thereto, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or other similar Laws relating to or affecting creditors’ rights generally now or hereafter in effect and subject, as to enforceability, to any effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) as of the date hereof, neither the Seller nor any of Seller’s Affiliates (with respect to the Acquired Stores) has received any written notice of any condemnation, requisition or taking by a Governmental Authority with respect to any Owned Real Property or Leased Real Property nor, to the Knowledge of Seller, has any such condemnation been threatened in writing, (ii) there are no unexpired option agreements, rights of first refusal or similar rights with respect to the Owned Real Property and (iii) no party none of Seller nor any of Seller’s Affiliate (with respect to any Lease the Acquired Stores) is in default or breach or default (or has repudiated of any provision thereof)Acquired Lease, and and, to the Knowledge of Seller, no event has occurred which, with notice or notice, lapse of timetime or both, would constitute a default or breach or default thereunder or permit termination, modification, or acceleration thereunder;
of any Acquired Lease by any of Seller nor any of Seller’s Affiliates (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesAcquired Stores).
Appears in 3 contracts
Samples: Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Freds Inc), Asset Purchase Agreement (Walgreens Boots Alliance, Inc.)
Real Property. Section 2(iSCHEDULE 2.01(d) lists all real property and interests in real property owned or leased by each Seller and used primarily in the Seller Business, and specifying the address or other description suitable to identify the property, a reasonable description of the Disclosure Schedule lists use of each property, and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all which of the Real Estate). The Seller has delivered to the Buyers correct properties are owned and complete copies of the Leases. which are leased.
(a) With respect to each parcel of Seller-owned real property included in the Real Estate:Purchased Assets, and except for matters set forth on SCHEDULE 7.04(a):
(i) the A Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionall Liens, except for Permitted Real Estate Encumbrances Liens and Seller's leasehold interest in each Lease has priority over any other interest except for the fee Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing;
(ii) there are no leases, subleases, licenses, concessions, or other agreements to which a Seller is a party or, to Sellers' knowledge, subleases, licenses, concessions or other agreements to which a Seller is not a party, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; and
(iii) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein therein.
(b) With respect to each parcel of real property listed on SCHEDULE 2.01(d), and Permitted Real Estate Encumbrancesexcept for matters set forth on SCHEDULE 7.04(b):
(i) To Sellers' knowledge, a Seller has valid and enforceable rights of physical and legal ingress and egress to and from such parcel; and
(ii) No Seller Party has received any notice of, and no Seller Party has any knowledge of, any non-compliance with applicable building codes, zoning regulations, occupational health and safety Laws or any other Laws applicable to such parcel or the use or occupancy thereof by any Seller Party.
Appears in 3 contracts
Samples: Asset Purchase Agreement (American Cellular Corp /De/), Asset Purchase Agreement (Dobson Communications Corp), Asset Purchase Agreement (Acc Acquisition LLC)
Real Property. Section 2(i(a) As of the Disclosure Closing, LTAP and LTME will own no real property and no interest in real property. Schedule 3.7(a) lists the legal description or address of all real property and describes briefly interests in real property that will be owned by Rodeo as of Closing (such property, together with all improvements thereon and rights on or appurtenances thereto, the “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real EstateProperty”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With Other than as set forth on Schedule 3.7(a), with respect to the each such parcel of Owned Real EstateProperty, as of Closing:
(i) the Seller each Rodeo Entity has good and marketable indefeasible title to all each parcel of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real propertyProperty, free and clear of any Security InterestEncumbrances, easementother than Permitted Encumbrances;
(ii) there are no leases, covenantsubleases, licenses, concessions, or other restrictionagreements granting to any third party or third parties the right of use or occupancy of any Owned Real Property, or any portion thereof; and
(iii) there are no outstanding options or rights of first refusal to purchase any Owned Real Property, or any portion thereof or interest therein.
(b) As of Closing, no Rodeo Entity is a tenant under any real property lease, except for Permitted the leases set forth on Schedule 3.7(b) (the “Real Estate Encumbrances Property Leases”).
(c) As of Closing, none of the real property (including the improvements thereon and Seller's rights on or appurtenances thereto) leased to any Rodeo Entity pursuant to the Real Property Leases (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) is subject to any sublease or license to any third party made by or binding upon any Rodeo Entity. Except as set forth on Schedule 3.7(c), as of Closing, a Rodeo Entity has a valid and subsisting leasehold interest in each Lease has priority over all Leased Real Property, free and clear of any Encumbrances, other interest except for the fee interest therein and than Permitted Real Estate Encumbrances.
(d) Except as set forth on Schedule 3.7(d), as of Closing, (i) none of the Real Property Leases has been, in any material respect, modified, amended, renewed or extended and each of the Real Property Leases is in full force and effect and (ii) each Rodeo Entity has paid all rent and other charges due and complied, in all material respects, with all of its obligations under the Real Property Leases.
(e) The Rodeo Entities have sufficient rights of physical and legal ingress and egress to and from the Real Property to the extent required in all material respects to operate the facilities used in the Business located on such real property substantially as currently operated, and, to the Knowledge of Seller, no conditions exist that would reasonably be expected to result in the termination of such rights of ingress and egress.
(f) There are no pending, or, to the Knowledge of Seller, Threatened, condemnation, annexation, fire, health, safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Real Property that would reasonably be expected to have a material adverse effect on or change in the value of or the use of such property as it is presently used in connection with the Business, nor has Seller, or any Rodeo Entity received written notice of any pending or Threatened special assessment proceedings affecting in any material respect the Owned Real Property or real property subject to the Real Property Leases.
(g) Except with respect to those matters that have been fully resolved and are no longer pending as of the date of this Agreement, none of Seller nor any Rodeo Entity has received any written notice or complaint with respect to any material violation of any covenants, conditions, restrictions or contractual obligations applicable to any of the Real Property.
(h) To the Knowledge of Seller, as of Closing, there are no Persons in possession of any material portion of the Real Property other than as set forth on Schedule 3.7(h).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Joy Global Inc), Stock Purchase Agreement (Cameron International Corp)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) i. the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, immediately following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) . the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) . to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) Neither the Company nor any of its Subsidiaries owns any real property. Each of the Disclosure Schedule lists and describes briefly all Owned Real Estate and leases for real property leased to which the Seller Company or any of its Subsidiaries is a party (includingthe "Leases") and all amendments, without limitationmodifications and/or extensions thereto are listed on Schedule 3.12 hereto. Schedule 3.12 hereto also lists, complete legal descriptions for all with respect to each Lease, the name of the Real Estate18 tenant(s). The Seller has delivered , landlord(s), whether the Lease is a lease or a sublease, the current expiration dates and remaining options to extend the Buyers correct Leases, and complete copies of the minimum monthly rent and additional rent under the Leases. With respect to the Real Estate:
Leases, (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
, are unmodified (other than as listed on Schedule 3.12 hereto) and are binding and enforceable in accordance with their terms; (ii) all rental and other charges payable pursuant to the terms and conditions of the Leases have been paid and no rent has been paid in advance more than 30 days; (iii) there are no party charges, offsets or defenses against the enforcement by the lessors thereunder of any agreement, covenant or condition on the part of the Company or any of its Subsidiaries, as the case may be, to any Lease is in breach be performed or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse observed pursuant to the terms of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
the Leases; (iv) there are no disputesdefaults by the Company or any of its Subsidiaries, oral agreementsas the case may be, of any agreement, covenant or forbearance programs in effect condition on the part of the Company or such Subsidiary, as the case may be, to be performed or observed pursuant to the terms of the Leases which with the giving of notice or the lapse of time would give rise to the termination of any Lease;
such Leases; (v) none there are no actions or proceedings pending or to the best of the Owned Real Estate and to Company's knowledge, threatened, by any lessor under the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
; (vi) except for Permitted Real Estate Encumbrancesthe consummation of the Offer and the Merger will not constitute a prohibited transfer or assignment under any of the Leases; and (vii) to the knowledge of the Company, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to material defaults by any of the Real Estate; (ii) pending orrespective lessors of any agreement, covenant or condition on the part of the lessor to be performed or observed pursuant to the Seller's Knowledge, threatened condemnation proceedings with respect to any terms of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLeases.
Appears in 2 contracts
Samples: Merger Agreement (Ovid Technologies Inc), Merger Agreement (Wolters Kluwer Us Corp)
Real Property. (a) Section 2(i3.13(a) of the Seller Disclosure Schedule Letter lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all owned by any of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the LeasesSellers. With respect to the Real Estateeach such parcel of owned real property:
(i) the Seller identified owner has good and marketable title to all the parcel of the Owned Real Estate real property, free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever Encumbrance except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) there are no pending or, to the Leases knowledge of any of the Sellers, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting adversely the current use, occupancy, or value thereof;
(iii) Sellers have delivered to the Purchaser prior to the execution of this Agreement true and complete copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents, and all amendments thereof, in the Sellers' possession, with respect to the parcel of real property;
(iv) except as disclosed in Section 3.13(a)(iv) of the Seller Disclosure Letter, there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property;
(v) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; and
(vi) there are no parties (other than the Sellers) in possession of the parcel of real property, following other than tenants under any leases disclosed in Section 3.13(a)(iv) of the Seller Disclosure Letter who are in possession of space to which they are entitled.
(b) Section 3.13(b) of the Seller Disclosure Letter lists and describes briefly all real property leased or subleased to any of the Sellers, including the date of and parties to each real property lease, the date of and parties to each amendment, modification and supplement thereto, the term and renewal terms (whether or not exercised) thereof and a brief description of the leased real property covered thereby. The Sellers have delivered to the Purchaser true, correct, and complete copies of the leases and subleases listed in Section 3.13(b) of the Seller Disclosure Letter (as amended to date). With respect to each lease and sublease listed in Section 3.13(b) of the Seller Disclosure Letter, other than those that expire by their terms prior to Closing or are not Assumed Contracts being assumed by Purchaser and except to the extent excused by or unenforceable as a result of the commencement or pendency of the Chapter 11 Case or the application of any provision of the Bankruptcy Code (but only to the extent such excuse, lack of enforceability or application of law will continue to beapply in favor of Purchaser and its successors and assigns following Closing), legal, valid, binding, enforceable, and the lease or sublease is in full force and effect;
(iii) , and no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;.
(ivc) there are no disputesSellers shall file, oral agreementsand provide Purchaser with copies of, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (all real property transfer tax returns and other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) similar filings required by law in connection with the operation thereof Contemplated Transactions and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) relating to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free any part thereof or ownership interest therein, all duly and clear properly executed and acknowledged by Sellers.
(d) Each Seller other than GST shall provide Purchaser with an affidavit of any Security Interestan officer of each Seller, easementsworn to under penalty of perjury, covenant, or other restriction, except for Permitted Real Estate Encumbrances and setting forth each Seller's leasehold interest in each Lease has priority over any other interest except for name, address and Federal tax identification number and stating that the fee interest therein and Permitted Real Estate EncumbrancesSeller is not a "foreign person" within the meaning of Section 1445 of the Code. If, on or before the Closing Date, Purchaser shall not have received such affidavit, Purchaser may withhold from the cash payments to Sellers at Closing such sums as are required to be withheld therefrom under Section 1445 of the Code.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Time Warner Telecom Inc), Asset Purchase Agreement (GST Telecommunications Inc)
Real Property. Section 2(i(a) Wendy’s or a Subsidiary of the Disclosure Schedule lists and describes briefly all Wendy’s has fee simple title to each real property owned by Wendy’s or a Subsidiary of Wendy’s (each, an “Owned Real Estate and real property leased to the Seller (includingProperty”), without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liensLiens and defects in title, chargesother than Permitted Liens. Except as may be granted in any Real Property Leases or Real Property Subleases or disclosed by any title commitment, mortgagestitle policy, security interests, easements, restrictions survey or other encumbrances document made available to Triarc, each Owned Real Property is not subject to any rights of purchase, offer or first refusal that are not recorded in the appropriate office of the county in which the property is located.
(b) Wendy’s or a Subsidiary of Wendy’s has a good leasehold estate in each lease of real property (“Real Property Leases”), under which Wendy’s or a Subsidiary of Wendy’s is a tenant or a subtenant (“Leased Real Property”), in each case free and clear of all Liens and defects in title, other than Permitted Liens. Neither Wendy’s nor any Subsidiary of Wendy’s is in breach of or default under the terms of any nature whatsoever Real Property Lease, except real estate taxes for any such breach or default that has not had since December 30, 2007 and would not reasonably be expected to have, individually or in the year aggregate, a Wendy’s Material Adverse Effect. To the knowledge of Closing Wendy’s, no other party to any Real Property Lease is in breach of or default under the terms of any Real Property Lease, which breach or default has had since December 30, 2007 or would reasonably be expected to have, individually or in the aggregate, a Wendy’s Material Adverse Effect. Each Real Property Lease is a valid and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value binding obligation of Wendy’s or the marketability Subsidiary of title of the property and Wendy’s which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are is party thereto and, following to the Closing will continue to beknowledge of Wendy’s, legal, valid, binding, enforceableof each other party thereto, and is in full force and effect;, except that (i) 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 (ii) 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 court before which any proceeding therefor may be brought.
(iiic) Section 3.16(c) of the Wendy’s Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all leases, subleases or similar agreements under which Wendy’s or a Subsidiary of Wendy’s is the landlord or the sublandlord (such leases, subleases and similar agreements, collectively, the “Real Property Subleases”). Neither Wendy’s nor any Subsidiary of Wendy’s is in breach of or default under the terms of any Real Property Sublease, except for any such breach or default that has not had since December 30, 2007 and would not reasonably be expected to have, individually or in the aggregate, a Wendy’s Material Adverse Effect. To the knowledge of Wendy’s, no other party to any Lease Real Property Sublease is in breach of or default (or has repudiated under the terms of any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a Real Property Sublease except for any such breach or default thereunder that has not had since December 30, 2007 and would not reasonably be expected to have, individually or permit terminationin the aggregate, modificationa Wendy’s Material Adverse Effect. Each Real Property Sublease is a valid and binding obligation of Wendy’s or the Subsidiary of Wendy’s which is party thereto and, to the knowledge of Wendy’s, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or acceleration thereunder;
other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ivii) there are no disputes, oral agreements, or forbearance programs in effect as equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to any Lease;
(v) none of the Owned Real Estate equitable defenses and to the Seller's Knowledge, none discretion of the properties subject to the Leases is subject to court before which any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which proceeding therefor may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesbe brought.
Appears in 2 contracts
Samples: Merger Agreement (Triarc Companies Inc), Merger Agreement (Wendys International Inc)
Real Property. Section 2(i(a) Schedule 5.11(a) sets forth each parcel of real property owned by any Seller (together with all buildings, fixtures, structures, and improvements situated thereon and all easements, rights-of-way, and other rights and privileges appurtenant thereto, collectively, the Disclosure Schedule lists and describes briefly all "Owned Real Estate Property"), including with respect to each property, the address location, legal description, and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)use. The Seller has Sellers have delivered to the Buyers correct and complete Buyer copies of the Leasesdeeds and other instruments (as recorded) by which the applicable Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of any Seller with respect to such parcel. With respect to the each parcel of Owned Real Estate:
Property: (i) the applicable Seller has good and marketable title to all of the Owned Real Estate fee simple title, free and clear of all liensEncumbrances other than Permitted Encumbrances; (ii) such Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no unrecorded outstanding options, chargesrights of first offer, mortgagesor rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.
(b) Schedule 5.11(b) sets forth each parcel of real property leased by any Seller (together with all rights, title, and interest of such Seller in and to leasehold improvements relating thereto, including security interestsdeposits, easementsreserves, restrictions or and prepaid rents paid in connection therewith, collectively, the "Leased Real Property"), and a true and complete list of all leases, subleases, licenses, concessions, and other encumbrances of Contracts, including all amendments, extensions, renewals, and guaranties with respect thereto, pursuant to which such Seller holds any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule Leased Real Property (collectively, the "Permitted Real Estate EncumbrancesLeases");
. Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (iii) the Leases are and, following the Closing will continue to be, legal, such Lease is valid, binding, enforceable, and in full force and effect;
, and the applicable Seller enjoys peaceful and undisturbed possession of the Leased Real Property; (iiiii) no party to any Lease such Seller is not in breach or default (or has repudiated any provision thereof)under such Lease, and no event has occurred whichor circumstance exists that, with the delivery of notice, passage of time, or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease; (iii) such Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default thereunder or permit terminationby such Seller under any of the Leases and, modificationto the Knowledge of Sellers, or acceleration thereunder;
no other party is in default of such Lease, and no party to any Lease has exercised any termination rights pursuant to such Lease; (iv) there are no disputessuch Seller has not subleased, oral agreementsassigned, or forbearance programs in effect as otherwise granted to any Lease;
Person the right to use or occupy such Leased Real Property or any portion of such Leased Real Property; and (v) none such Seller has not pledged, mortgaged, or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property except as disclosed on Schedule 5.11(b), which Encumbrance will be released as of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease Closing Date.
(other than Leasesc) Except as set forth on Schedule 5.11(c), option to purchase or rights no Seller has received any written notice of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting any of the Real Estate; Property, (ii) pending orexisting, to the Seller's Knowledgepending, or threatened condemnation proceedings with respect to affecting any of the Real Estate; Property, or (iii) structural existing, pending, or mechanical defects threatened zoning, building code, or other moratorium proceedings, or similar matters that could reasonably be expected to materially adversely affect the ability to operate any Real Property as currently operated. Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty in any the last three (3) years. All Real Property is sufficient for the continued conduct of the buildings or improvements located Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted. To Sellers' Knowledge, all Real Property complies with all requirements pursuant to applicable Law and/or Contracts affecting the Real Property, including all Encumbrances on the Real Estate; (iv) Property and all zoning and other ordinances. Seller Parties have conducted the Business only at the Real Property. There are no Contracts with owners or users of real property adjacent to any pending or, Real Property relating to the Seller's Knowledgeuse, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trustoperation, or encumbered maintenance of any interest in Real Property or the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of adjacent real property, free and clear of any Security Interest, easement, covenant, there are no site access agreements or other restriction, except for Permitted Contracts granting any third Person a license or access to any Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Spartan Motors Inc)
Real Property. (a) The Companies and the Transferred Subsidiaries own no real property or interests in real property, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of the Insurance Companies as of March 31, 2010.
(b) Section 2(i3.19(b) of the Seller Disclosure Schedule lists Letter sets forth a true, correct and describes briefly complete list of all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all by any of the Companies or any of the Transferred Subsidiaries, as lessee (the “Real EstateProperty Leases”; the real properties specified in such leases being referred to herein as the “Leased Real Properties”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Each Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and Property Lease is in full force and effect;
(iii) no effect and is a valid and binding obligation of the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Parent, each other party to any such Real Property Lease. Each such Real Property Lease is enforceable against the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Parent, each other party to such Real Property Lease, in breach accordance with its terms, and a Company or default a Transferred Subsidiary (as the case may be) has a valid, binding and enforceable leasehold interest (or has repudiated the equivalent interest in the applicable jurisdiction) under each of the Real Property Leases (subject in each case to Permitted Liens and to the effect of any provision thereofapplicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of Laws regarding prohibition of abuse of rights (kenriranyo-no-kinshi) and principles of trust (shingiseijitsu-no-gensoku) (including general equitable or similar principles regardless of whether enforcement is sought in a proceeding in equity or at law)). None of the Companies or any of the Transferred Subsidiaries or, and no event has occurred whichto the Knowledge of the Parent, any other party to a Real Property Lease, is in material default or material breach of a Real Property Lease and, there does not exist any fact, circumstance, event, change, violation, development, effect, condition or occurrence that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would constitute a breach or default thereunder or permit the termination, modification, cancellation or acceleration thereunder;
(iv) there are no disputesof performance of any material obligation of any Company or any Transferred Subsidiary or, oral agreements, or forbearance programs in effect as to any Lease;
(v) none the Knowledge of the Owned Real Estate and Parent, any other party to the Seller's KnowledgeReal Property Lease. As of the date hereof, none of the properties subject Companies or any of the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease. No Real Property Lease contains any provision providing that any such other party thereto may terminate, cancel or commute the same or declare a material default under the same by reason of the transactions contemplated by the Transaction Agreements. At or prior to the Leases is subject to any lease (other than Leases)Closing, option to purchase the Parent has or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, will have delivered or made available to the Seller's KnowledgeAcquiror true, proposed special assessments correct and complete copies of all Real Property Leases. All leasing, brokerage, finder and other similar fees and commissions that are due and payable by any Company or any Transferred Subsidiary with respect to such Real Property Leases have been paid in full. All rents and other sums due thereunder have been paid to date. All Leased Real Property is in good working order and repair in all respects material to its use or operation, except for any defects which would not materially impair the use or occupancy of such Leased Real Property. A Company or a Transferred Subsidiary, as the case may be, enjoys peaceful and undisturbed possession in all material respects of such Leased Real Property. None of the Companies or any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect Transferred Subsidiaries has subleased or otherwise granted to any of Person the right to use or occupy such Leased Real Estate; (iii) structural Property or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use portion thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Prudential Financial Inc)
Real Property. (a) Section 2(i3.23(a) of the Disclosure Schedule lists and describes briefly Schedules sets forth all Owned the Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all Property owned by Bridgelink or Emergen as of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:Effective Date.
(ib) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i3.23(b) of the Disclosure Schedule (collectively, Schedules sets forth all the "Permitted Real Estate Encumbrances");Property that will be owned by Emergen as of the Closing Date.
(iic) Section 3.23(c) of the Leases are and, following Disclosure Schedules sets forth all the Real Property leased by Bridgelink or Emergen as of the Effective Date.
(d) Section 3.23(d) of the Disclosure Schedules sets forth all the Real Property that will be leased by Exxxxxx as of the Closing will continue Date.
(e) With respect to beeach lease or other Contract for the lease of any Real Property (each, legal, a “Lease”): (i) each Lease is valid, binding, enforceable, binding and in full force and effect;
; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the lessee has been in peaceable possession since the commencement of the original term thereof; (iv) no party to any Lease is in breach waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (v) there exist no default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder by Bridgelink or permit termination, modification, or acceleration thereunder;
Emergen; and (ivvi) there are no disputesoutstanding claims of breach or indemnification or notice of default or termination thereunder, oral agreements, or forbearance programs in effect as to any Lease;
(v) none cases of the Owned Real Estate and to the Seller's Knowledge, none each of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no clauses (i) actual orthrough (vi), to other than as would not reasonably be expected to, individually or in the Seller's Knowledgeaggregate, proposed special assessments with respect to any have a Material Adverse Effect on Emergen. Bridgelink or Emergen, as applicable, holds the leasehold estate on the Lease free and clear of all Liens, except for the Permitted Liens and the Liens of mortgagees of the Real Estate; Property in which such leasehold estate is located.
(iif) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any As of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending orClosing, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate Emergen will have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title in fee simple to the underlying parcel of real propertyall Real Property owned by it, in each case free and clear of any Security Interest, easement, covenant, or other restrictionall Liens and, except for Permitted Real Estate Encumbrances Liens as do not materially affect the value of such property and Seller's leasehold interest in each Lease has priority over any other interest except do not materially interfere with the use made and proposed to be made of such property by Exxxxxx and Liens for the fee interest therein and Permitted Real Estate Encumbrancespayment of federal, state or other Taxes, the payment of which is neither delinquent nor subject to penalties.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Bitech Technologies Corp), Membership Interest Purchase Agreement (Bitech Technologies Corp)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real EstateEstate relating to the Stations:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceableenforceable against Seller, and in full force and effect;
(iii) to Sellers' Knowledge, no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) to Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; or (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulationsregulations in all material respects; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) of Schedule 5.9(a) lists all Real Property owned by Seller (the Disclosure Schedule lists and describes briefly all “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real EstateProperty”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:Except as set forth on Schedule 5.9(a):
(i) the Seller has good good, marketable, and marketable indefeasible fee simple title to all of the Owned Real Estate Property, free and clear of all liens, charges, mortgages, security interests, easements, restrictions or Encumbrances other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "than Permitted Real Estate Encumbrances");
(ii) There are no leases or other use or occupancy agreements granting to any Person a right to occupy or otherwise use any part of the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effectOwned Real Property;
(iii) There are no party outstanding options, rights of first offer, rights of first refusal or other agreements granting to any Lease is in breach Person a right to purchase the Owned Real Property or default (any part thereof or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunderinterest therein;
(iv) there There are no disputes, oral agreements, arrangements or forbearance programs in effect as commitments of any kind pursuant to which the Owned Real Property (or any part thereof or interest therein) will become subject to any LeaseEncumbrances other than Permitted Encumbrances;
(v) none There are no Persons other than Seller in possession of the any Owned Real Estate and to the Seller's Knowledge, none Property or any part of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalOwned Real Property;
(vi) except for Permitted Seller has received no notice in writing or by publication of any appropriation, condemnation or like proceeding or of any violation of any applicable zoning-related Legal Requirement relating to or affecting any of the Owned Real Estate EncumbrancesProperty, and to the Knowledge of Seller, there are is no such violations.
(b) Schedule 5.9(b) lists (i) actual orall Purchased Assets consisting of real property leases pursuant to which any real property is leased by Seller (the “Real Property Leases”) and (ii) all Purchased Assets consisting of other interests in real property that are not Owned Real Property, and that have been memorialized in writing, including easements, Licenses, rights to access, rights-of-way and other real property interests that are used in the operation of the Systems (collectively, the “Easements”). Each Real Property Lease and Easement is legal, valid, binding and enforceable against Seller and, to Seller’s Knowledge, against each other party thereto in accordance with its terms. Except as set forth on Schedule 5.9(b), Seller has not received any notice of any violation or breach of, or any default under, any Real Property Lease or Easement and there are presently no uncured breaches or defaults under any Real Property Lease or Easement. To Seller’s Knowledge, no event has occurred that, with notice or passage of time or both, would constitute a violation or breach of, or default under, any Real Property Lease or Easement by Seller or any other party thereto.
(c) To Seller’s Knowledge, each parcel of Owned Real Property and real property covered by a Real Property Lease (“Leased Real Property”), including any improvements constructed thereon and the current use thereof, conform in all material respects to all applicable Legal Requirements and any restrictive covenants or other Encumbrances affecting all or any part of such Real Property. There are no material physical, structural, or mechanical defects on, and all of the fixtures and improvements, including leasehold improvements, to the Seller's Knowledge, proposed special assessments with respect to any of the Owned Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Property and Leased Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rulesProperty, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has Owned Real Property and Leased Real Property are in good condition and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionrepair, except for Permitted ordinary wear and tear and routine repairs, are operating, and are sufficient to enable the Owned Real Estate Encumbrances Property and Leased Real Property to be used in all material respects in the manner in which it is currently being used and operated by Seller's leasehold interest in . Each parcel of Owned Real Property and to the Knowledge of Seller, each Lease parcel of Leased Real Property has priority over any other interest except access, ingress and egress, or a valid, perpetual easement to a public right-of-way providing access, ingress and egress adequate for the fee interest therein and Permitted Real Estate Encumbrancestheir current use.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Northland Cable Properties Eight Limited Partnership)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements and other matters of record which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) with respect to the Leases, Seller is not (and to the Seller's Knowledge, no other party to any such Lease is is) in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) material structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed change in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real Estate are in good operating condition and repair in all material respects, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) except as set forth in Section 2(i) of the Disclosure Schedule, all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixxi) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Except for Permitted Encumbrances or as set forth on Section 2(i4.8(a) of the Disclosure Schedule lists and describes briefly all Schedule, Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Estate and real property leased to the Seller Property or any portion thereof.
(including, without limitation, complete legal descriptions for all of the Real Estate). The b) Seller has delivered to the Buyers correct Buyer a true and complete copies copy of the Leaseseach Real Property Lease. With respect to the each Real EstateProperty Lease:
(i) the Seller has good and marketable title to all of the Owned such Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, Property Lease is valid, binding, enforceable, enforceable and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property subject to the terms thereof and the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity;
(iiiii) no party to any Lease Seller is not in breach or default (or has repudiated default, in any provision thereof)material respect, under such Real Property Lease, and no event has occurred or circumstance exists which, with notice the delivery of notice, passage of time or lapse of timeboth, would constitute such a breach or default thereunder by Seller, in any material respect, of such Real Property Lease;
(iii) except for Permitted Encumbrances, Seller has not subleased, assigned or permit termination, modification, otherwise granted to any Person the right to use or acceleration thereunderoccupy such Leased Real Property or any portion thereof;
(iv) there are no disputesexcept for Permitted Encumbrances, oral agreementsSeller has not pledged, mortgaged or forbearance programs otherwise granted an Encumbrance on its leasehold interest in effect as to any LeaseLeased Real Property;
(v) none other than as set forth on Section 4.8(a) of the Owned Disclosure Schedule, there are no concessions, allowances, credits, rebates or refunds to which a tenant is entitled to receive (whether past due, due or may become due in the future) under one or more Real Estate and to Property Leases, or may be entitled in the Seller's Knowledge, none of the properties subject to the Leases is subject to future under any lease (other than Leases), option to purchase or rights of first refusalReal Property Lease;
(vi) except for Permitted Real Estate Encumbrancesother than as set forth on Section 4.8(a) of the Disclosure Schedule, there are no Affiliates of Seller that guaranty any obligations of any tenant under any Real Property Lease; and
(vii) all material improvements required by the terms of one or more Real Property Leases to be made by a landlord have been completed in all material respects and the tenant thereunder is satisfied with such improvements.
(c) As of the date hereof, Seller has not received any written, or to the Knowledge of Seller oral, notice of (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any material violations of building codes and/or zoning ordinances affecting the Real Estate; Property, (ii) existing, pending or, to the Seller's ’s Knowledge, threatened condemnation proceedings with respect to any of affecting the Real Estate; Property, or (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any existing, pending or, to the Seller's ’s Knowledge, threatened changed zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Real Property, in any zoning laws material respect, as currently operated. Neither the whole nor any material portion of any Real Property has been damaged or ordinances destroyed by fire or other casualty which may materially adversely affect has affected, in any material respect, the use or operation of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CF Industries Holdings, Inc.), Asset Purchase Agreement (Mosaic Co)
Real Property. Section 2(i(a) Paragraph 11 of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leasesthat Star Dot owns. With respect to the Real Estateeach such parcel of owned real property:
(i1) the Seller identified owner has good and marketable title to all the parcel of the Owned Real Estate real property, free and clear of all liensany Security Interest, chargeseasement, mortgagescovenant, security interestsor other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy occupancy, or value value, or the marketability of title title, of the property subject thereto;
(2) there are no pending or, to the Knowledge of any of the Shareholders and the directors and officers (and employees with responsibility for real estate matters) of Star Dot threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof;
(3) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non- conforming use" or permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(4) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(5) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property;
(6) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(7) there are no parties (other than Star Dot) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 2(iParagraph 11 of the Disclosure Schedule who are in possession of space to which they are entitled;
(8) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and
(9) each parcel of 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 benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available.
(b) Paragraph 11 of the Disclosure Schedule lists and describes briefly all real property leased or subleased to Star Dot. Paragraph 11 of the Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Paragraph 6.9(b) below. The Shareholders have delivered to eCom correct and complete copies of the leases and subleases listed in Paragraph 11 of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in Paragraph 11 of the "Permitted Real Estate Encumbrances");Disclosure Schedule:
(ii1) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iii2) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the Closing;
(3) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv4) no party to the lease or sublease has repudiated any provision thereof;
(5) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(v6) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Star Dot has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viii7) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(8) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Ecom Ecom Com Inc), Stock Exchange Agreement (Ecom Ecom Com Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except (A) real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");) and (B) mortgages and Security Interests that are to be discharged at Closing and which are disclosed in Section 2(i) of the Disclosure Schedule.
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is are subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (iA) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (iiB) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iiiC) pending or, to the Sellers' Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (D) mechanic's or materialmens' liens with respect to the Owned Real Estate; (E) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivF) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (G) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (H) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) all buildings and improvements on the Seller has Real Estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ixx) to all facilities on the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances are supplied with utilities and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted Real Estate Encumbrancesoperation of said facilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real EState are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Section 2(i3.13(a) of the Disclosure Schedule lists and describes briefly all the street address of each parcel of Owned Real Estate Property and real property leased the current owner of each parcel of Owned Real Property. Except as would not be material to the Seller (including, without limitation, complete legal descriptions for all conduct of the Real Estate). The Seller has delivered to the Buyers correct and complete copies Business or except as described in Section 3.13(a) of the Leases. With respect to the Real Estate:
Disclosure Schedule, (i) the Seller has good and marketable title in fee simple to all each parcel of the Owned Real Estate Property free and clear of all liensEncumbrances, chargesexcept Permitted Encumbrances and (ii) the Seller has made available to the Purchaser copies of each deed for each parcel of Owned Real Property and all title insurance policies and surveys relating to the Owned Real Property, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for in each case to the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair extent in the current use, occupancy or value or the marketability of title of the property and which are disclosed in Seller’s possession.
(b) Section 2(i3.13(b) of the Disclosure Schedule lists the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (collectivelyif different from lessee) of each such parcel of Leased Real Property. Except as would not be material to the conduct of the Business or except as described in Section 3.13(b) of the Disclosure Schedule, (i) the "Permitted Seller has made available to the Purchaser, true and complete copies of the leases in effect at the date hereof relating to the Leased Real Estate Encumbrances"Property (the “Leases”);
, (ii) there has not been any sublease or assignment entered into by the Company, any Subsidiary or any Joint Venture in respect of the leases relating to the Leased Real Property, (iii) none of the Company, any Subsidiary or any Joint Venture is in default in the performance of any material obligation under the Leases, and to the Knowledge of the Seller, none of the other parties to the Leases are in default in performance of their material obligations thereunder, (iv) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event none of the Company, any Subsidiary or any Joint Venture has occurred whichassigned its rights under the Leases, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's KnowledgeCompany, the owner of each leased facility has good Subsidiaries and marketable title to the underlying parcel of real propertyJoint Ventures, as applicable, have a valid leasehold estate in all Leases free and clear of all Encumbrances other than Permitted Encumbrances, and (vi) no consents to or approval of the transactions contemplated by this Agreement are required from any Security InterestPerson or entity under the terms of the Leases, easementand to the extent a consent or approval is required on or before the Closing Date, covenantthe Seller shall, or other restrictionat its sole cost, except for Permitted Real Estate Encumbrances and Seller's leasehold interest obtain such consents, in each Lease has priority over any other interest except for form reasonably satisfactory to the fee interest therein and Permitted Real Estate EncumbrancesPurchaser.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (PNA Group Holding CORP)
Real Property. (i) None of the Targets owns any parcels of Owned Real Property. The Targets have no outstanding options or obligations, rights of first offer or rights of first refusal to purchase any real property.
(ii) Section 2(i4(n)(ii) of the Sellers Disclosure Schedule lists sets forth the address of each parcel of Leased Real Property, and describes briefly a true and complete list of all Owned Leases for each such Leased Real Estate Property (including the date and real property leased to the Seller (including, without limitation, complete legal descriptions for all name of the Real Estateparties to such Lease document). The Seller has Sellers have delivered to the Buyers correct Buyer a true and complete copies copy of each such Lease document (including any amendments, renewals, extensions, guarantees and SNDAs related thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Section 4(n)(ii) of the Sellers Disclosure Schedule, with respect to each of the Leases. With respect to the Real Estate:
(iA) the Seller has good and marketable title to all each of the Owned applicable Targets has the right to use the Leased Real Estate Property for the full term of each such Lease (and any renewal option relating thereto);
(B) each of the applicable Targets has a valid leasehold interest in the real property subject to a Lease included in the Leased Real Property, free and clear of all liensLiens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "than Permitted Real Estate Encumbrances");
(iiC) the Leases are and, following the Closing will continue to be, such Lease is legal, valid, binding, enforceable, enforceable and in full force and effect;
(iiiD) no the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;
(E) none of the applicable Target’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed and there are no disputes with respect to such Lease;
(F) neither the applicable Target, nor, to the Knowledge of Sellers, any other party to the Lease is in breach of or default (or has repudiated any provision thereof)under such Lease, and no event has occurred whichor circumstance exists that, with notice the delivery of notice, the passage of time or lapse of timeboth, would constitute such a breach or default thereunder default, or permit the termination, modificationmodification or acceleration of rent under such Lease;
(G) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full;
(H) the applicable Target does not owe, or acceleration thereunderwill not owe in the future, any brokerage commissions or finder’s fees with respect to such Lease;
(I) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Target or Seller;
(J) the applicable Target has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and
(K) the applicable Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein.
(iii) The Leased Real Property identified in Section 4(n)(ii) of the Sellers Disclosure Schedule comprise all of the real property used in the business of the Targets; and no Target is a party to any agreement or option to purchase any real property or interest therein.
(iv) there The buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (the “Improvements”) are, taken as a whole, in good condition and repair and sufficient for the operation of the Business. There are no disputesfacts or conditions affecting any of the Improvements that would, oral agreementsindividually or in the aggregate, interfere in any material respect with the use or forbearance programs occupancy of the Improvements in effect the operation of the Business as to any Lease;currently conducted thereon.
(v) none To the Knowledge of Sellers, the Owned Leased Real Estate Property is in material compliance with all applicable building, zoning, subdivision, health and to the Seller's Knowledgesafety and other land use Laws, none including The Americans with Disabilities Act of the properties subject to the Leases is subject to any lease (other than Leases)1990, option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rulesas amended, and regulations; and
all insurance requirements affecting the Leased Real Property (ix) to the Seller's Knowledgecollectively, the owner “Real Property Laws”). No Target has received any notice of each leased facility has good and marketable title to the underlying parcel of real property, free and clear violation of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty Law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (HC2 Holdings, Inc.), Stock Purchase Agreement (HC2 Holdings, Inc.)
Real Property. (a) Section 2(i4.6(a) of the Disclosure Schedule lists sets forth a true and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for list of all of the Real Estate). The Seller has delivered to real property owned or leased by the Buyers correct and complete copies Companies or any Subsidiary, including any on which one of the Leases. With respect to the Real EstateCompanies' or their Subsidiaries' operating facilities is located, as delineated therein, including:
(i) with respect to the Seller has owned real property, (a) if available, the street address of each parcel of owned real property, and (b) the current owner of each such parcel of owned real property, and
(ii) with respect to the leased real property, (a) if available, the street address of each parcel of leased real property, (b) the identity of the lessor and lessee of each such parcel of leased real property, (c) the term of the lease pertaining to each such parcel of leased real property and (d) a list of all leases, as amended (the "Real Property Leases").
(b) Except as otherwise set forth in Section 4.6(b) of the Disclosure Schedule, (i) the Companies or one of their Subsidiaries have good and marketable fee simple title to all of the real property owned by them (the "Owned Real Estate Property"), free and clear of all liensEncumbrances, chargesexcept (x) to the extent of liens reserved against in the Financial Statements for the applicable property, mortgages(y) liens for taxes not yet due and payable or which are being contested in good faith, security interestsor (z) liens that individually or in the aggregate would not have a Seller Material Adverse Effect (collectively, easements"Permitted Encumbrances"), restrictions (ii) there are no leases, subleases, licenses, concessions or other encumbrances agreements granting to any Person the right to use or occupy the Owned Real Property, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any nature whatsoever except real portion thereof or interest therein.
(c) The Companies and/or the Subsidiaries have a valid and subsisting leasehold estate taxes for in and the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title right to quiet enjoyment of the property and which are disclosed material real properties leased by it as lessee (the "Leased Real Property" and, together with the Owned Real Property, the "Real Property") under the Real Property Leases related to such Leased Real Property. The improvements on the Real Property listed in Section 2(i4.6(c) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, in all material respects in good operating condition and in full force a state of good maintenance and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof)repair, ordinary wear and no event has occurred whichtear excepted, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) are adequate and suitable for the purposes for which they are presently being used and there are no disputes, oral agreements, condemnation or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase appropriation proceedings pending or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to threatened against any of such real property or the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesthereon.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Chiquita Brands International Inc), Stock Purchase Agreement (Performance Food Group Co)
Real Property. Section 2(i(a) Neither the Borrower nor any other Borrower Party owns any fee interest in any real property.
(b) Schedule 3.25 sets forth a true, correct and complete list of all real property leases, subleases or licenses pursuant to which the Borrower or any of its Subsidiaries is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, in each case as amended through the date hereof, which list includes the street address, the identity of the Disclosure Schedule lists lessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods), the rent payment terms and describes briefly all Owned Real Estate and real property leased the current use. At the Lender’s request, the Borrower shall deliver to the Seller (includingLender true, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of each such lease, sublease or license. The real property interests described or listed on Schedule 3.25 constitute all of the Leasesleasehold interests in real property leased or otherwise held for use by the Borrower and its Subsidiaries. With respect to the Real Estateeach such lease, sublease and license, except as set forth on Schedule 3.25:
(i) the Seller has good such lease, sublease and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, license is legal, valid, binding, enforceable, binding and enforceable against the parties thereto and is in full force and effect;
(iiiii) no party to any Lease thereto is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iviii) there are no disputes, oral agreements, agreements or forbearance programs in effect as to any Lease;such lease, sublease or license; and
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to neither the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect Borrower nor any of the Real Estate or Seller's use thereof;
(vii) the Seller its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in the Leases or its rights thereunder;therein.
(viiic) No Consent of any party to the Seller's Knowledgeany lease, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) sublease or license is required in connection with the operation thereof execution, delivery or performance of this Agreement, the Term Notes (including the authorization and have been operated and maintained in accordance with applicable lawsissuance thereof) or the other Loan Document, rulesincluding the amendment, restatement and/or reaffirmation, as applicable, thereof, and regulations; andthe exercise of any remedies under any of the Collateral Documents, and no such event shall be prohibited by, or shall constitute a default under, any such lease, sublease or license.
(ixd) to All parking lots located on any real property leased by the Seller's KnowledgeBorrower or any of its Subsidiaries are in compliance with Applicable Law, the owner of each leased facility has good including zoning requirements, and marketable title to the underlying parcel of real property, free are adequate for its employees and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesbusiness operations.
Appears in 2 contracts
Samples: Loan and Security Agreement (Overhill Farms Inc), Loan and Security Agreement (Levine Leichtman Capital Partners Ii Lp)
Real Property. Section 2(i(a) A list of each parcel of real property owned by the Bank (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the Disclosure collection of loans and being held by the Bank for disposition as required by law) is set forth in Schedule lists 4.19(a) under the heading “Owned Real Property” (such real property being herein referred to as the “Owned Real Property”). A list of each parcel of real property leased by the Bank is also set forth in Schedule 4.19(a) under the heading “Leased Real Property” (such real property being herein referred to as the “Leased Real Property”). Collectively, the Owned Real Property and describes briefly the Leased Real Property are herein referred to as the “Real Property.”
(b) There is no pending action involving the Bank as to the title of or the right to use any of the Real Property.
(c) Except as set forth in the Title Commitments to be delivered to Buyer in accordance with Section 12.4, the Bank has good and marketable fee simple title to all Owned Real Estate Property, free and clear of all mortgages, pledges, liens, conditional sales agreements or other encumbrances of any kind or nature except for taxes, assessments or other governmental charges not yet delinquent.
(d) Except as disclosed on Schedule 4.19(d), the Bank does not have any interest in any real property leased other than as described above in Section 4.19(a) except interests as a mortgagee; provided that Schedule 4.19(d) sets forth a list of real property acquired by Bank in foreclosure or in lieu of foreclosure and being held for disposition as required by law.
(e) None of the buildings, structures or improvements located on the Owned Real Property are the subject of any official complaint or notice by any governmental authority of violation of any applicable zoning ordinance or building code, and to the Seller Seller’s Knowledge, there is no zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending or, threatened, with respect to any such building, structure or improvement which will or could reasonably be expected to materially interfere with the use of any of the Owned Real Property. To the Seller’s Knowledge, the Owned Real Property is in generally good condition for its intended purpose, ordinary wear and tear excepted.
(f) The Bank has not caused or, to Seller’s Knowledge, allowed the use, generation, treatment, storage, disposal or release at any Real Property of any Toxic Substance, except in accordance in all respects with all applicable federal, state and local laws and regulations. “Toxic Substance” means any hazardous, toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct petroleum and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all lienspetroleum products, chargesmetals, mortgagesliquids, security interestssemi-solids or solids, easementsthat are regulated under any federal, restrictions state or local statute, ordinance, rule, regulation or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current uselaw pertaining to environmental protection, occupancy contamination, quality, waste management or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the cleanup. To Seller's ’s Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual orunderground storage tanks located on, to the Seller's Knowledge, proposed special assessments with respect to in or under any of the Owned Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Samples: Merger Agreement (Citizens Community Bancorp Inc.), Merger Agreement (Citizens Community Bancorp Inc.)
Real Property. The Company does not currently own, and has never owned, any real property. Section 2(i) 3.15 of the Disclosure Schedule lists and describes briefly sets forth a complete list of all Owned Real Estate and real property leased in which the Company currently has a leasehold or subleasehold interest or other right to use or occupy (the Seller (including“Leased Real Property”), without limitation, complete legal descriptions for all including a true and correct listing of the addresses thereof and a description of each Contract relating to Leased Real EstateProperty (each a “Lease” and collectively, the “Leases”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
each Lease, (ia) the Seller Company has good a valid and marketable title to all of the Owned enforceable leasehold or subleasehold interest in each Leased Real Estate Property free and clear of all liensany material Encumbrances other than Permitted Encumbrances, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i(b) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, such Lease is legal, valid, binding, enforceable, binding and enforceable against the Company and in full force and effect;
effect and has not been modified except as provided therein, and the Company has the right of quiet enjoyment of all the Leased Real Property with respect to which it is a lessee for the full term of the related Lease (iiiand any renewal option related thereto) no party to any Lease relating thereto, (c) the Company is not in material breach or default (or has repudiated under any provision thereof)of said Leases, and and, to the Knowledge of Sellers, no event has occurred which, with notice or lapse of timetime or both (including the consummation of the Transactions), would constitute a such breach or default thereunder or permit termination, modificationmodification or acceleration under such Lease, except to the extent as would not be material to the Company, and (d) true, complete and correct copies of all Leases have heretofore been delivered by the Company to Purchaser. The plants, facilities, buildings, structures, spur tracks, and other improvements located on the Leased Real Property, including the roofs, plumbing, heating, ventilation, air conditioning, electrical, drainage, sewers, utility supply, road, and irrigation systems are in good working order, free of material defects, damage or casualty loss, and in compliance with applicable Law (including zoning Laws, building codes, set back requirements, and other local ordinances) , except to the extent as would not be material to the Company. Said improvements are (i) all of the improvements reasonably required to permit the Business to be conducted following the Closing in all material respects as it is currently being conducted, (ii) in materially safe condition suitable for use in the operation of the Business, and (iii) in all material respects adequate and sufficient for the purposes for which they have historically been used, are currently used, are intended to be used, or acceleration thereunder;
(iv) held for use in the Business. The Company is not obligated under any outstanding Contract to offer, purchase, acquire, lease, license, sell, assign or dispose of, or to grant or create any Encumbrance on or affecting any material portion of any of the Leased Real Property in favor of any third party. Except as set forth in Section 3.15 of the Disclosure Schedule, no Person other than the Company has any right to use, lease, sublease, license, possess and/or occupy any material portion of the Leased Real Property and there are no disputesoral or written agreements between the Company and any other Person providing such Person the right to use, oral agreements, occupy or forbearance programs in effect as to possess all or any Lease;
(v) none material portion of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Leased Real Estate; (ii) Property. There are no eminent domain proceedings, special assessments, administrative actions, or other taking by any Governmental Authority of any kind pending or, to the Seller's KnowledgeKnowledge of Sellers, threatened condemnation proceedings with respect to against the whole or any material part of the any Leased Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending orProperty, and to the Seller's KnowledgeKnowledge of Sellers, threatened changed in any no condemnation, taking, Applicable Law (including but not limited to zoning laws changes) or ordinances other matter which may materially and adversely affect any the current or planned use of the Leased Real Estate Property is threatened or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancescontemplated.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (ARC Group Worldwide, Inc.), Membership Interest Purchase Agreement
Real Property. (a) The Acquired Subsidiaries do not own, and have not owned, any real property, and there is no material real property owned by any Seller or any of its Affiliates used or held solely for use in the operation of the Business.
(b) Section 2(i4.15(b) of Seller Disclosure Letter sets forth the Disclosure Schedule lists address or other description of each parcel of Acquired Leased Real Property, and describes briefly all Owned Real Estate a true and real property leased to the Seller (including, without limitation, complete legal descriptions for all description of the Real EstateAcquired Lease (including the date, if available, and name of the parties to such Lease). The Seller Parent has delivered or made available to the Buyers correct Purchaser a true and complete copies copy of the Leases. With respect to the Real Estate:aforementioned Lease (including all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof) and all material ancillary documents related thereto (including consents, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates).
(ic) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and The Acquired Lease is in full force and effect;
effect and is enforceable in accordance with its terms, subject to the Enforceability Exceptions. No Seller or any of its Affiliates (iiiincluding the Acquired Subsidiaries) no party to has received any Lease is in breach or default (or has repudiated any provision thereof)written notice of any, and no event has occurred whichto the Knowledge of Sellers there is no, material default under the Acquired Lease. Except as set forth in Section 4.15(c) of the Seller Disclosure Letter, to the Knowledge of Sellers, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
respect to the Lease: (ivi) there are no disputesmaterial disputes with respect to the Lease; (ii) no Seller or any of its Affiliates has subleased, oral agreements, licensed or forbearance programs in effect as otherwise granted any Person the right to use or occupy such Acquired Leased Real Property or any Lease;portion thereof; and (iii) there are no material Liens on the estate or interest created by such Lease except for Permitted Liens.
(vd) none To the Knowledge of Sellers, the Owned Acquired Leased Real Estate Property is free from any use or occupancy restrictions, except those imposed by applicable zoning laws, ordinances and to the Seller's Knowledgeregulations, none of which materially interfere with the properties subject to use of the Leases is subject to any lease (other than Leases)Acquired Leased Real Property, option to purchase and from all non-ordinary course Taxes or rights of first refusal;assessments.
(vie) except for Permitted To the Knowledge of Sellers, the Acquired Leased Real Estate EncumbrancesProperty has not suffered any material damage by fire or other casualty which has not heretofore been repaired and restored in all material respects.
(f) To the Knowledge of Sellers, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments Seller or any of its Affiliates has received any notice of material violation with respect to any of the Acquired Leased Real Estate; (ii) pending orProperty, to the Seller's Knowledge, threatened condemnation proceedings and there exists no material conflict or dispute with respect any Governmental Authority relating to any of Acquired Leased Real Property or the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesactivities thereon.
Appears in 2 contracts
Samples: Purchase Agreement (BGC Partners, Inc.), Purchase Agreement (Nasdaq Omx Group, Inc.)
Real Property. Section 2(i(a) Schedule 4.20(a) contains a legal description, street address and tax parcel identification number for the Owned Real Property. Sellers agree that title to the Owned Real Property shall not be altered between the date of this Agreement and Closing;
(b) Schedule 4.20(b) contains a list of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for addresses of all of the Leased Real Estate)Property and each Tenant Lease. The Seller has delivered At the Closing, Sellers will assign to Buyers all of its interest in the Buyers correct and complete copies Leased Real Property as well as all of the interest of Sellers in the Tenant Leases. With ;
(c) Schedule 4.20(c) contains a list and rent roll of all existing Third Party Leases, including the following information as shown in the Third Party Leases (except with respect to (viii) below) with respect to each: (i) the premises covered; (ii) the effective date; (iii) the name of the legal name of the tenant, licensee or occupant; (iv) the term; (v) the rents and other charges payable thereunder; (vi) the nature and amount of the security deposits thereunder, if any; (vii) options to renew or extend contained in the Third Party Lease; and (viii) any rents or other charges in arrears or prepaid rent;
(d) Sellers have not received any written notice from any Governmental Authority of, and Sellers have no knowledge of: (i) any pending or threatened condemnation Proceedings affecting the Real Property, or any part thereof; or (ii) any violations of any Laws (including zoning and land use ordinances) with respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liensProperty, chargesor any part thereof, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do have not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")heretofore been cured;
(iie) Except as set forth on Schedule 4.20(e), there will be no incomplete construction projects affecting the Leases are and, following Real Property as of the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulationsDate; and
(ixf) to Sellers are not, nor will become, a person or entity with whom U.S. persons are restricted from doing business under regulations of the Seller's KnowledgeOffice of Foreign Asset Contract (OFAC) of the Department of Treasury (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, the owner of each leased facility has good and marketable title to the underlying parcel of real propertyexecutive Order (including Executive Order November 13224 on Terrorism Financing, free and clear of any Security Interesteffective September 24, easement, covenant2001), or other restrictionthe United and Strengthening America by Providing Tools Required to Intercept and Obstruct Terrorism Act of 2001, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over H.R. 3162, Public Law 107-56, or any other interest except for governmental action. At the fee interest therein Closing, Sellers shall execute and Permitted Real Estate Encumbrancesdeliver to Buyers an affidavit certifying that it is not a “blocked person” under Executive Order 13224, which form shall be mutually acceptable to Buyers and Sellers.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Healthsouth Corp), Asset Purchase Agreement (LifeCare Holdings, Inc.)
Real Property. Section 2(i(a) of the Disclosure The attached Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
3.06(a) sets forth (i) the Seller has good correct and marketable title complete street address and tax parcel identification number of each parcel of real property pertaining to the Business and owned by the Company as of the date hereof (the “Owned Real Property”) and (ii) a list of all of real property leases (the “Real Property Leases”) under which the Company leases real property as a lessee or sublessee with respect to the Business (the “Leased Real Property,” and together with the Owned Real Estate Property, collectively, the “Real Property”) and the street address of such property. Except as set forth on Schedule 3.06(a), the real property leases with respect to the Leased Real Property set forth on Schedule 3.06(a) are in full force and effect, have not been amended or modified except as set forth on Schedule 3.06(a), and there are no defaults or events that with the passage of time or notice would constitute a default under such real property leases by any party thereto. Except for the Real Property, neither (x) as of the date hereof, the Company, nor (y) as of the Closing, FilterCo, owns any interest (fee, leasehold or otherwise) in any real property used in connection with the Business, and neither the Company nor FilterCo has entered into any leases, arrangements, licenses or other agreements relating to the use, occupancy, sale, option, disposition or alienation of all or any portion of the Real Property. Holdings does not own any interest (fee, leasehold or otherwise) in any real property.
(b) Except as set forth on Schedule 3.06(b), as of the date hereof, the Company enjoys, and as of the Closing, FilterCo, will enjoy peaceful and undisturbed possession of the Real Property, and no Person has any right to possession, lease, occupancy or enjoyment of the Real Property other than the Company or FilterCo, as applicable.
(c) Except as set forth on Schedule 3.06(c), (x) as of the date hereof, the Company has, and (y) as of the Closing, FilterCo, will have good, record, marketable and insurable fee simple title to the Owned Real Property and a valid leasehold interest in each Leased Real Property, free and clear of all liens, charges, mortgages, security interests, easements, restrictions or Liens other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "than Permitted Real Estate Encumbrances");Liens.
(iid) To the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesCompany’s knowledge, there are no pending or threatened eminent domain, condemnation, zoning or other Proceedings affecting the Real Property that would result in the taking of all or any part of the Real Property or that would prevent or hinder in any material respect the continued use of the Real Property as currently used in the conduct of the Business.
(e) True and complete copies of (i) actual orall deeds or leases (including any and all amendments or modifications thereto and, to the Seller's Knowledgeextent any lease is not in writing, proposed special assessments a summary of the material terms thereof), as the case may be, existing title insurance policies, surveys, appraisals, specifications and plans of or pertaining to each parcel of Real Property and (ii) all instruments, agreements and other documents evidencing, creating or constituting any Liens, other than Permitted Liens, with respect to any of the Real Estate; Property (ii) pending or, other than Liens that will released at or prior to the Seller's KnowledgeClosing), threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, have been made available to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases Buyer or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesrepresentatives.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Stanadyne Corp), Stock Purchase Agreement (Clarcor Inc.)
Real Property. Section 2(i) Schedule 2.9 sets forth a complete and correct list of the Disclosure Schedule lists and describes briefly all Owned Real Estate Property and interests in Real Property held by the Company and each of its Subsidiaries. Except as disclosed in Schedule 2.9 (and other Schedules referenced in this Section 2.9):
(a) The Company and each of its Subsidiaries has good, marketable and insurable fee simple absolute interest in the Owned Real Property and real property leased interests other than leasehold interests. The Company has obtained commercially appropriate and reasonable policies of title insurance in favor of the Company and any of its Subsidiaries with respect to the Seller Owned Real Property, the Leased Real Property and the real property interests other than leasehold interests (includingcollectively, without limitationthe “Real Property”), complete legal descriptions for a copy of which policies are attached hereto as Schedule 2.9(a) and remain valid and effective such that all Owned Real Property and Leased Real Property listed in Schedules 2.9(k)(ii) and 2.9(k)(iii) are thereby insured.
(b) There are no Liens, restrictions or encumbrances to title to any portion of the Real EstateProperty. To the knowledge of the Company, the Real Property or the improvements thereon are not subject to any unrecorded contracts, deeds, options, leases, easements, rights, obligations, covenants, conditions, restrictions, limitations or agreements not of record, except as set forth in the title policies or in the surveys listed in Schedule 2.9(a). The Seller has delivered ;
(c) There is no pending condemnation or similar proceeding affecting the Real Property or any portion thereof and, to the Buyers correct and complete copies Company’s or any its Subsidiaries’ best knowledge, no such action is presently contemplated or threatened against the Real Property;
(d) Neither the Company nor any of its Subsidiaries have received any notice from any insurance company of any defects or inadequacies in the Real Property or any part thereof which could adversely affect the insurability of the LeasesReal Property or the premiums for the insurance thereof. With Neither the Company nor any of its Subsidiaries have received any notice from any insurance company which has issued or refused to issue a policy with respect to any portion of the Real Estate:Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which full compliance has not been made;
(e) Except as set forth in Schedule 2.9, as of April 23, 2007 there are no parties in possession of any portion of the Real Property other than the Company and each of its Subsidiaries. Except as set forth in Schedule 2.9(e), there are no options or rights in any party to purchase or acquire any ownership interest in the Real Property, including without limitation pursuant to any executory contracts of sale, rights of first refusal or options;
(f) To the Company’s and each of its Subsidiaries’ knowledge, no zoning, subdivision, building, health, land-use, fire or other federal, state or municipal law, ordinance, regulation or restriction is violated by the continued maintenance, operation, use or occupancy of the Real Property or any tract or portion thereof or interest therein in its present manner, except for such violations which would not have a material adverse effect. To the Company’s and each of its Subsidiaries’ knowledge, the current use of the Real Property and all parts thereof as aforesaid does not violate any restrictive covenants affecting the Real Property. Except as set forth in the title policies listed in Schedule 2.9(a), no current use by the Company or any of its Subsidiaries of the Real Property or any improvement located thereon or any current use of the Real Property Leases is dependent on a nonconforming use or other approval from any Governmental Authority, the absence of which would significantly limit the use of any of the properties or assets in the operation of the Real Property;
(g) Except as set forth in Schedule 2.9(g), the Real Property has adequate access to and from completed, dedicated and accepted public roads, and there is no pending, or to the Company’s or any of its Subsidiaries’ knowledge, threatened, governmental proceeding which could impair or curtail such access. Except as set forth in Schedule 2.9(g), no improvement or portion thereof is dependent for its access, operation, or utility on any land, building, or other improvement not included in the Real Property;
(h) There are presently in existence water, sewer, gas and/or electrical lines or private systems on the Real Property which have been completed, installed and paid for and which are sufficient to service adequately the current operations of each building, facility or tower located on the Real Property, as the case may be;
(i) All material Environmental Permits and other Permits which are necessary to permit the Seller has good lawful access, use and marketable title to all operation of the Owned buildings and improvements located on the Real Estate free Property for their present and clear of all liensintended use have been obtained, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's KnowledgeCompany’s and each of its Subsidiaries’ knowledge, none there is no pending threat of modification or cancellation of any such Environmental Permits and other Permits. Neither the Company nor any of its Subsidiaries have received or been informed by a third party of the properties subject to the Leases is subject to receipt by it of any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to written notice from any of Governmental Authority having jurisdiction over the Real Estate; (ii) pending orProperty threatening a suspension, to the Seller's Knowledgerevocation, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural modification or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear cancellation of any Security Interest, easement, covenant, Environmental Permit or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesPermit.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CKX, Inc.), Membership Interest Purchase Agreement (FX Real Estate & Entertainment Inc.)
Real Property. Section 2(i(a) of Except for the Disclosure Permitted Encumbrances, as set forth on Schedule lists and describes briefly all Owned Real Estate and real property leased to 3.6(a), or the Seller (includingrequirements listed in the Title Commitments, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has Sellers have good and marketable indefeasible fee simple title to all of the Owned Real Estate Property and, to Sellers’ Knowledge, a legal, valid, binding and enforceable leasehold interest in the Leased Real Property, and (ii) assuming that an Assignment, Assumption and Consent to Leased Real Property is received by Sellers with respect to each parcel of Leased Real Property in accordance with Section 2.5(d), at Closing, all of Sellers’ right, title and interest to the Owned Real Property and leasehold interest in the Leased Real Property shall be conveyed to Buyers, free and clear of all liensEncumbrances, charges, mortgages, security interests, easements, restrictions or other encumbrances of subject to Encumbrances by any nature whatsoever except real estate taxes Buyer.
(b) Except for the year of Closing Permitted Encumbrances, the Blanket Liens that will be released as provided in Section 6.18, as set forth on Schedule 3.6(b):
(i) Except for matters that would not reasonably be expected to have a Sellers’ Material Adverse Condition, there are no Proceedings pending and municipal and zoning ordinances and recorded utility easements brought by or, to Sellers’ Knowledge, threatened by, any third party which do not impair would reasonably be expected to result in a material change in the current use, occupancy or value or the marketability of title allowable uses of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")Property;
(ii) Sellers have not leased or otherwise granted a present or future right to possession or occupancy or use of all or any part of the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effectOwned Real Property;
(iii) There are no party outstanding options, rights of first offer or rights of first refusal to purchase, right to acquire or right to lease the Owned Real Property or, to Sellers’ Knowledge, the Leased Real Property or any Lease is portion thereof;
(iv) Except for matters that would not reasonably be expected to have a Sellers’ Material Adverse Condition, Sellers have delivered to Buyers true and complete copies of all Real Estate Leases, and in case of any oral Real Estate Lease, a summary of the material terms of such Real Estate Lease. Neither Sellers nor, to Sellers’ Knowledge, the landlords, are in material breach or default (or under any Real Estate Lease that has repudiated any provision thereof)not been cured, and no event has occurred whichor circumstance exists that, with notice the delivery of notice, the passage of time or lapse of timeboth, would constitute such a breach or default thereunder or would permit the termination, modification, modification or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any of rent under such Real Estate Lease;
(v) none Except for matters that would not reasonably be expected to have a Sellers’ Material Adverse Condition, there are no Proceedings (including condemnation or eminent domain proceedings) pending or, to Sellers’ Knowledge, threatened against all or any part of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalProperty;
(vi) Except for matters that would not reasonably be expected to have a Sellers’ Material Adverse Condition, Sellers have not received any written notice of (A) any material violation of any applicable zoning ordinance, building code, use or occupancy restriction, covenant, condition or restriction of record or any other violation of Applicable Law relating to the Real Property or the improvements thereon or (B) any material pending special assessments affecting all or any part of the Real Property (except for Permitted Real Estate Encumbrancesas shown on the Title Commitments); and
(vii) To Sellers’ Knowledge, there are no unrecorded material contracts, leases, easements or other agreements, rights or claims of third parties affecting the use, title, access to, occupancy or development of the Owned Real Property.
(c) Neither any Seller nor any Seller Company (directly or indirectly) owns or has any interest in or any rights to acquire, lease or otherwise use any land or other real property that (a) (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to is situated within a one (1) mile radius of any of the Real Estate; landfill Asset and (ii) pending orwould be reasonably expected to interfere with any Buyer’s prospective ownership, to the Seller's Knowledgeuse, threatened condemnation proceedings with respect operation or expansion of such Asset, or (b) is adjacent to any transfer station or hauling Asset.
(d) Sellers have completed the capping of approximately 69 acres of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Xxxxxxxx Canyon Landfill. Such capping has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits been performed and zoning approvals) required in connection with the operation thereof and have been operated and maintained completed in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesall Applicable Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Waste Connections, Inc.), Asset Purchase Agreement (Waste Connections, Inc.)
Real Property. (a) Section 2(i3.12(a) of the Disclosure Schedule lists each parcel of real property owned by the Xxxxxx Entities, except the Retained Real Property, identified by its street address for the US and describes briefly all Canadian properties, other than the undeveloped parcels of land for which no street addresses are available (the “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real EstateProperty”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to Xxxxxx Entities own all of the Owned Real Estate Property with good and valid title, free and clear of all liensEncumbrances, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in than Permitted Encumbrances.
(b) Section 2(i3.12(b) of the Disclosure Schedule lists the street address of each parcel of real property leased, subleased, or licensed by any Xxxxxx Entity which has an annual lease, sublease or license rate in excess of $500,000 (collectivelythe “Leased Real Property”) and there is no oral or other non-written agreement for the lease, sublease or license of real property by any Xxxxxx Entity for a charge in excess of $500,000 annually. Assuming good fee title vested in the "Permitted Real Estate Encumbrances");
(ii) the Leases are applicable landlord, each Xxxxxx Entity has a valid, binding and, following to Seller’s Knowledge, enforceable leasehold interest in the Closing will continue to beLeased Real Property of which such Xxxxxx Entity is the lessee, legalsublessee or licensee, validfree and clear of all Encumbrances, binding, enforceableexcept Permitted Encumbrances, and in full force and effect;
(iii) no party to any Lease is none of the Xxxxxx Entities have received written notice that they are in breach of or default (under any such lease, sublease or has repudiated any provision thereof)license, and and, to Seller’s Knowledge, no event has occurred which, with notice or notice, lapse of timetime or both, would constitute a material breach or default thereunder by any Xxxxxx Entity or permit termination, modification, modification or acceleration by any Person thereunder;.
(ivc) Except as set forth in Section 3.12(c) of the Disclosure Schedule, none of the Xxxxxx Entities have leased any Owned Real Property, Leased Real Property or any portion thereof and, to Seller’s Knowledge, there are no disputesoutstanding purchase options, oral agreements, rights of first offer or forbearance programs in effect as rights of first refusal granted to any Lease;Person to purchase or lease such Owned Real Property, Leased Real Property or any portion thereof or interest therein.
(vd) none Except as set forth in Section 3.12(d) of the Disclosure Schedule, no written notice of any current or future condemnation, requisition, expropriation or taking by any Governmental Authority has been received with respect to the whole or any material portion of the Owned Real Estate Property or the Leased Real Property and to Seller’s Knowledge, no condemnation, requisition, expropriation or taking by any Governmental Authority of the whole or any material portion of the Owned Real Property or the Leased Real Property is threatened or contemplated.
(e) To the Seller's ’s Knowledge, none of the properties subject Owned Real Property and Leased Real Property are in material compliance with all applicable building, zoning, subdivision, health and safety, other land use and all other related Laws, except where the failure or omission to so comply would not, individually or in the aggregate, be material to the Leases is subject to any lease (other than Leases)Xxxxxx Entities, option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrancestaken as a whole, there are no (i) actual orand, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's ’s Knowledge, the owner current use and occupancy of each leased facility has good the Owned Real Property and marketable title to the underlying parcel of real property, free and clear of Leased Real Property do not materially violate any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancessuch Laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rohm & Haas Co), Stock Purchase Agreement (Dow Chemical Co /De/)
Real Property. Section 2(i(a) Schedule 3.8(a) refers to each and every parcel of real property or interest in real estate owned by Seller or the Acquired Subsidiary (the "Fee Property"), held under lease (the "Real Property Leases") or used by, or necessary for the conduct of the Disclosure Schedule lists business of, the Acquired Business (collectively, the "Real Property"), and describes briefly all Owned Real Estate and separately identifies (i) the Fee Property, (ii) the real property leased or interests held under the Real Property Leases and (iii) any other Real Property. Seller has heretofore delivered to Buyer and Buyer Parent complete and correct copies of each and every of the following, if any, in the possession of Seller or the Acquired Subsidiary: (includingi) title reports, without limitationtitle binders, complete survey documents or legal descriptions for all opinions with respect to, certifying to, or evidencing the extent, current title, title history, use, possession, restriction or regulation, if any (governmental or otherwise), and compliance with applicable laws, of the Fee Property; (ii) deed or title-holding or trust agreements, if any, under which any of the Real Estate). The Property may have been conveyed to Seller has delivered to or the Buyers correct Acquired Subsidiary or under which the same may be held for the benefit of Seller or the Acquired Subsidiary; and complete copies of (iii) Real Property Leases and all documents relating thereto, including any amendments thereto and any assignment thereof.
(b) Seller or the Leases. With respect to the Real EstateAcquired Subsidiary:
(i) the Seller owns and has good and marketable valid title in fee simple to all of the Owned Real Estate Fee Property designated as such in Schedule 3.8(a) free and clear of all liensEncumbrances, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) with respect to the real property held under the Real Property Leases are designated as such in Schedule 3.8(a), is in peaceful and undisturbed possession of the space and/or estate under each lease under which it is a tenant, subject to the rights of subtenants or assignees under any subleases or assignments disclosed in Schedule 3.8(b)(ii), and, following except as disclosed in Schedule 3.8(b)(ii), there are no material defaults by it as tenant thereunder and, to Seller's best knowledge, there are no material defaults of the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;landlord thereunder; and
(iii) no party has good and valid rights of ingress and egress to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of from the Owned Real Estate Fee Property from and to the public street systems for all usual street, road and utility purposes.
(c) Neither Seller nor the Acquired Subsidiary has received any written notice of any appropriation, condemnation or like proceeding, or of any violation of any applicable Law relating to or affecting the Real Property, and to Seller's Knowledgebest knowledge, none no such proceeding has been threatened or commenced.
(d) Except as disclosed in Schedule 3.8(d), all of the buildings, structures, improvements and fixtures which form part of the Fee Property or the properties subject to the Leases is subject to any lease (other than Leases)leased by Seller in Scarborough, option to purchase or rights Ontario and Lachine, Quebec, are in a good state of first refusal;
(vi) repair, maintenance and operating condition and, except as so disclosed and, except for Permitted Real Estate Encumbrancesnormal wear and tear, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments defects with respect to any of thereto that are materially impairing the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's day-to-day use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interestsuch buildings, easementstructures, covenant, improvements or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesfixtures.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hosposable Products Inc), Asset Purchase Agreement (Hosposable Products Inc)
Real Property. Section 2(i) of the Disclosure Schedule 4.7 lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)any PEARL Group Member. The Seller has PEARL Parties and the PEARL Group Members have delivered to the Buyers Purchaser correct and complete copies of the Leasesleases and subleases listed in Schedule 4.7, each as amended to date. With respect to the Real Estateeach lease and sublease listed in Schedule 4.7, and any amendment thereto:
(ia) the Seller has good lease or sublease, and marketable title to all of the Owned Real Estate free and clear of all liensany amendment thereto, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, is legal, valid, binding, enforceable, and in full force and effect;
(iiib) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on the same terms following the consummation of the transactions contemplated hereby, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights in general and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought;
(c) no party to any Lease the lease or sublease is in breach material Breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach materialBreach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivd) no party to the lease or sublease has repudiated any provision thereof;
(e) there are no material disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vf) none of with respect to each sublease, no PEARL Party or PEARL Group Member has taken any action that would cause the Owned Real Estate representations and warranties set forth in this Agreement to be untrue or incorrect with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalunderlying lease;
(vig) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller No PEARL Group Member has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiih) to the Seller's best of PEARL Parties' Knowledge, all facilities on to the Real Estate have received all approvals extent approval of governmental authorities (including licenses, permits and zoning approvals) any Governmental Body has been required in connection with the any PEARL Group Member's operation thereof of a property it leases or subleases, such PEARL Group Member has received all required approvals and have been has operated and maintained maintained, and conducted its operations on, the leased or subleased properties in accordance with applicable laws, rules, and regulations; and
(ixi) to the Seller's Knowledge, the owner of each all facilities leased facility has good or subleased thereunder are supplied with utilities and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted Real Estate Encumbrancesoperation of said facilities.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Epic Energy Resources, Inc.), Stock Purchase Agreement (Epic Energy Resources, Inc.)
Real Property. Section 2(iSchedule 4.14(a) sets forth, as of the Disclosure date of this Agreement, a complete list of all material real property and interests in real property, foreign and domestic, owned in fee by Satlynx or any of its Subsidiaries (individually, a “Satlynx Owned Property”) or that is used exclusively in the AMC-23 Business (individually, an “AMC-23 Owned Property”). Schedule lists 4.14(b) sets forth, as of the date of this Agreement, a complete list of all material real property and describes briefly all Owned Real Estate and interests in real property leased to by Satlynx or any of its Subsidiaries (individually, a “Satlynx Leased Property”) or that is leased exclusively in connection with the Seller AMC-23 Business (includingindividually, without limitation, complete legal descriptions for all of the Real Estatean “AMC-23 Leased Property”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller Either Satlynx or one of its Subsidiaries has good and marketable fee title to all Satlynx Owned Property and valid leasehold estates in all Satlynx Leased Property (a Satlynx Owned Property or Satlynx Leased Property being sometimes referred to herein, individually, as a “Satlynx Property”), and (ii) either SES or one of the SES Entities has good and marketable fee title to all AMC-23 Owned Real Estate Property and valid leasehold estates in all AMC-23 Leased Property (an AMC-23 Owned Property or AMC-23 Leased Property being sometimes referred to herein, individually, as an “AMC-23 Property”), in each case free and clear of all liensEncumbrances, chargesexcept (a) Permitted Encumbrances, mortgages(b) leases, security interestssubleases and similar agreements set forth in Schedule 4.14(b), (c) easements, covenants, rights-of-way and other similar restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which record that do not impair materially interfere with the current use, occupancy or value or the marketability of title use of the property relevant Satlynx Property or AMC-23 Property, (d) (i) zoning, building and which are disclosed in Section 2(i) of the Disclosure Schedule (collectivelyother similar restrictions, the "Permitted Real Estate Encumbrances");
(ii) Encumbrances that have been placed by any developer, landlord or other third party on property over which either SES or one of the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, SES Entities has easement rights or on any Satlynx Leased Property or AMC-23 Leased Property and in full force subordination or similar agreements relating thereto and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof)unrecorded easements, covenants, rights-of-way and no event has occurred which, other similar restrictions that do not materially interfere with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none the current use of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase relevant Satlynx Property or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesAMC-23 Property.
Appears in 2 contracts
Samples: Share Redemption Agreement (SES Global S.A.), Share Redemption Agreement (General Electric Capital Corp)
Real Property. Section 2(i(a) Neither of the Disclosure Sellers owns any real property. Schedule lists and describes briefly all Owned Real Estate and 4.8 sets forth a complete list, as of the date hereof, of the address of each parcel of real property leased to leased, subleased, licensed or otherwise occupied by either of the Seller Sellers, including all buildings and other structures or improvements located thereon and all easements, licenses, rights, and appurtenances of the Sellers in connection therewith (including, without limitation, complete legal descriptions for the “Leased Facilities”). The Leased Facilities constitute all of the Real Estate)real property used or required by the Seller in connection with the operation of the Business as currently conducted. The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
has: (i) the Seller has good and marketable title to a valid leasehold interest in all of the Owned Real Estate Leased Facilities, free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever Liens except real estate taxes for the year Permitted Liens; (ii) made available to the Buyer true and complete copies of Closing each lease, sublease, license or occupancy agreement underlying the Leased Facilities, including all amendments, modifications, renewals and municipal extensions thereto or assignments thereof (each a “Lease” and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"“Leases”);, as set forth on Schedule 4.8; (iii) complied in all material respects with the terms of all Leases to which it is a party; (iv) peaceful and undisturbed possession of the Leased Facilities in all material respects; (v) not assigned, subleased, licensed or granted any Person the right to use or occupy any of the Leased Facilities or any portion thereof; and (vi) not collaterally assigned or granted any other security interest in the Leases or any interest thereunder. Other than the rights of Buyer under this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to lease the Leased Facilities or any portion thereof. No option, extension or renewal has been exercised under any Leases except options, extensions or renewals whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Buyer with the corresponding Lease.
(b) All Leased Facilities are in reasonably good repair and operating condition (subject to normal wear and tear). To the Seller’s Knowledge, there are no material (i) defects in, (ii) mechanical failures of or (iii) damages to the Leased Facilities. The Seller has not received any notice of, and to the Seller’s Knowledge there are no, condemnation, expropriation, eminent domain or similar proceedings or other adverse claims or actions affecting or threatened against any of the Leased Facilities. All of the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party effect and are enforceable in accordance with their terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to any Lease is in breach or default (affecting creditors’ rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing. The Seller has repudiated any provision thereof)not received written notice of, and to the Seller’s Knowledge, no event or circumstance has occurred which, that with notice or lapse of timetime or both would constitute, would constitute a material default or breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to under any of the Real Estate; (ii) pending or, to Leases. To the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's ’s Knowledge, the owner Leases are binding on the lessors thereunder, and such lessors have complied in all material respects with the terms of each leased facility has good their respective Leases. The execution, delivery, performance and marketable title to consummation by the underlying parcel Seller of real property, free the transactions contemplated by this Agreement do not and clear will not violate the terms of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest Lease in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesmaterial respect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Park Ohio Holdings Corp), Asset Purchase Agreement (Lawson Products Inc/New/De/)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and all real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has or will have at or before Closing good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions restrictions, options to purchase, rights of first refusal or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing Closing, to the Seller's Knowledge, will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease the Seller is not in breach or default of any Lease (or has repudiated any provision thereof), and to the Seller's Knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) to the Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) to the Seller's Knowledge, structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) to Seller's Knowledge, planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vi) to the Seller's Knowledge, all buildings and improvements on the Real Estate are in good condition and repair, normal wear and tear excepted;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. To Sellers' Knowledge, Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) i. the Seller has Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) . the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) . to the Seller's Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's Sellers' leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Schedule 2.6(a) sets forth a complete list of all Transferred Real Property owned by the Sellers (the "Transferred Owned Real Property") and the name of the Disclosure Schedule lists and describes briefly all record owner thereof. With respect to each parcel of Transferred Owned Real Estate Property, the identified Seller has good and real property marketable fee simple title to the parcel of Transferred Owned Real Property, free and clear of any Liens, except for Permitted Liens. With respect to each parcel of Transferred Owned Real Property, there are no outstanding options or rights of first refusal or other contractual rights to purchase, sell, assign or dispose of any of the Transferred Owned Real Property or any material portion thereof or material interest therein.
(b) Schedule 2.6(b) sets forth a complete list of all leases and subleases of Transferred Real Property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all the "Transferred Leased Real Property"). Complete and correct copies of each of the leases for the Transferred Leased Real Estate). The Seller has delivered Property have been furnished to the Buyers correct and complete copies of the LeasesPurchaser. With respect to the Transferred Leased Real EstateProperty:
(i) the Seller has good leases are in full force and marketable title effect and enforceable against the Sellers in accordance with their terms, subject to all applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of the Owned Real Estate free and clear equity (regardless of all liens, charges, mortgages, security interests, easements, restrictions whether such enforceability is sought in a proceeding at law or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"equity);; and
(ii) neither of the Leases are Sellers is and, following to the Closing will continue to beknowledge of the Sellers, legal, valid, binding, enforceable, and in full force and effect;
(iii) no other party to any Lease is the leases listed on Schedule 2.6(b) is, in material breach or default (or has repudiated of any provision thereof), such lease and no event has occurred whichthat, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate extent such default would have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesa Business Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Star Scientific Inc), Asset Purchase Agreement (North Atlantic Trading Co Inc)
Real Property. 2.15.1. Section 2(i) 2.15.1 of the Disclosure Schedule lists contains a true and describes briefly all correct list of (i) each parcel of real property owned (the "Owned Real Estate and Property") by the Company, (ii) each parcel of real property leased or subleased or otherwise occupied by the Company as tenant or subtenant (the "Leased Real Property"; together with the Owned Real Property, the "Real Property") together with a true and correct list of all such leases, subleases or other similar agreements and any amendments, modifications or extensions thereto (the "Real Property Leases"), and (iii) all Liens relating to or affecting any parcel of Real Property, in each case identifying the Seller (includingowner, without limitation, complete legal descriptions for all of the Real Estate)lessor and lessee thereof.
2.15.2. The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller Company has good and marketable title to all of the its Owned Real Estate Property, free and clear of all liensLiens, chargesother than as specifically listed in Section 2.15.2 of the Disclosure Schedule.
2.15.3. Subject to the terms of its leases, the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment to the Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company and of each other Person that is a party thereto, and except as set forth in Section 2.15.3 of the Disclosure Schedule, there is no, and neither the Equityholders nor the Company, have knowledge of any, or has received any, notice of any uncured default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. The Company has not assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No penalties are accrued and unpaid under any Real Property Lease.
2.15.4. The Equityholders shall deliver to Purchaser upon the execution of this Agreement true and complete copies of all (i) title policies, mortgages, security interestsdeeds of trust, deeds, leases, easements, restrictions restrictive covenants, certificates of occupancy, and similar documents, and all amendments thereto concerning the Owned Real Property, and (ii) Real Property Leases and, to the extent reasonably available, all other documents referred to in clause (i) of this paragraph with respect to the Leased Real Property.
2.15.5. Except as disclosed in Section 2.15.5 of the Disclosure Schedule, the improvements on the Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and, to the knowledge of each of the Equityholders and of the Company, there are no condemnation or other encumbrances appropriation proceedings pending or threatened against Real Property or the improvements thereon.
2.15.6. Neither the Equityholders nor the Company has any knowledge of any nature whatsoever except real estate taxes for claim, action or proceeding, actual or threatened, against the year of Closing and municipal and zoning ordinances and recorded utility easements Company, the Real Property by any Person which do not impair would materially affect the current future use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to Property or any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use part thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Merger Agreement (Headwaters Inc), Merger Agreement (Headwaters Inc)
Real Property. Section 2(iSchedule 4.14(a) sets forth, as of the Disclosure date of this Agreement, a complete list of all material real property and interests in real property, foreign and domestic, owned in fee by Satlynx or any of its Subsidiaries (individually, a “Satlynx Owned Property”) or that is used exclusively in the AMC-23 Business (individually, an “AMC-23 Owned Property”). Schedule lists 4.14(b) sets forth, as of the date of this Agreement, a complete list of all material real property and describes briefly all Owned Real Estate and interests in real property leased to by Satlynx or any of its Subsidiaries (individually, a “Satlynx Leased Property”) or that is leased exclusively in connection with the Seller AMC-23 Business (includingindividually, without limitation, complete legal descriptions for all of the Real Estatean “AMC-23 Leased Property”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:.
(i) the Seller Either Satlynx or one of its Subsidiaries has good and marketable fee title to all Satlynx Owned Property and valid leasehold estates in all Satlynx Leased Property (a Satlynx Owned Property or Satlynx Leased Property being sometimes referred to herein, individually, as a “Satlynx Property”), and (ii) either SES or one of the SES Entities has good and marketable fee title to all AMC-23 Owned Real Estate Property and valid leasehold estates in all AMC-23 Leased Property (an AMC-23 Owned Property or AMC-23 Leased Property being sometimes referred to herein, individually, as an “AMC-23 Property”), in each case free and clear of all liensEncumbrances, chargesexcept (a) Permitted Encumbrances, mortgages(b) leases, security interestssubleases and similar agreements set forth in Schedule 4.14(b), (c) easements, covenants, rights-of-way and other similar restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which record that do not impair materially interfere with the current use, occupancy or value or the marketability of title use of the property relevant Satlynx Property or AMC-23 Property, (d) (i) zoning, building and which are disclosed in Section 2(i) of the Disclosure Schedule (collectivelyother similar restrictions, the "Permitted Real Estate Encumbrances");
(ii) Encumbrances that have been placed by any developer, landlord or other third party on property over which either SES or one of the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, SES Entities has easement rights or on any Satlynx Leased Property or AMC-23 Leased Property and in full force subordination or similar agreements relating thereto and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof)unrecorded easements, covenants, rights-of-way and no event has occurred which, other similar restrictions that do not materially interfere with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none the current use of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase relevant Satlynx Property or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesAMC-23 Property.
Appears in 2 contracts
Samples: Share Redemption Agreement, Share Redemption Agreement (AsiaCo Acquisition LTD)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller x. XxXxx has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) . the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.zoning
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (i) Section 2(i3.1(k)(i) of the American Disclosure Schedule lists Letter sets forth, as of the date hereof, the fee owner and describes briefly address of all material real property owned by American and its Subsidiaries (the “American Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real EstateProperty”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed Except as set forth in Section 2(i3.1(k)(i) of the American Disclosure Schedule (collectivelyLetter, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the such American Owned Real Estate; Property, (iiA) pending oreach identified owner thereof has good, to the Seller's Knowledgemarketable, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable indefeasible fee simple title to the underlying parcel of real propertysuch American Owned Real Property, free and clear of any Security InterestEncumbrance; (B) there are no outstanding options, rights of first offer or rights of first refusal to purchase such American Owned Real Property or any material portion thereof or interest therein; (C) neither American nor any of its Subsidiaries is a party to any Contract or option to purchase any material real property or interest therein; and (D) there does not exist any actual, pending or, to American’s Knowledge, threatened condemnation or eminent domain proceedings that affect any American Owned Real Property, and neither American nor any of its Subsidiaries has received any written notice of the intention of any Governmental Entity or other Person to take or use any American Owned Real Property.
(ii) Section 3.1(k)(ii) of the American Disclosure Letter sets forth, as of the date hereof, the address of each lease, sublease, license, concession and other agreement (written or oral) pursuant to which American or any of its Subsidiaries hold a leasehold or subleasehold estate in real property which requires payments by American or any Subsidiary of American in excess of $25,000,000 per annum (collectively, the “American Leased Real Property” and, together with American Owned Real Property, the “American Real Property”). True and complete copies of all Contracts (other than Contracts rejected in connection with the Cases as of the date of this Agreement) pertaining to the American Leased Real Property (each, an “American Lease”) have been made available to US Airways prior to the date hereof. With respect to American Leased Real Property and each American Lease that is a Binding American Contract, (A) each such American Lease is in full force and effect and is valid and enforceable in accordance with its terms; (B) there is no default under any such American Lease either by American, any of its Subsidiaries or, to American’s Knowledge, by any other party thereto; (C) neither American nor any of its Subsidiaries has received or delivered a written notice of default or objection to any party to any such American Lease to pay and perform its obligations, and, to American’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default, or permit the termination, modification or acceleration of rent under such American Lease; and (D) American or one of its Subsidiaries, as applicable, holds a good and valid leasehold interest in all American Leased Real Property free and clear of all Encumbrances.
(iii) For purposes of this Section 3.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction, restriction or title matter or encumbrance of any kind in respect of such asset except for Permitted (A) specified encumbrances described in Section 3.1(k)(iii) of the American Disclosure Letter; (B) encumbrances that arise under zoning, land use and other similar Laws and other similar imperfections of title; (C) Liens for Taxes excluded from the Lien representation in Section 3.1(n) or other governmental charges not yet due and payable or not yet delinquent; (D) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of American, or the validity or amount of which is being contested in good faith by appropriate proceedings; and (E) other encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of American Owned Real Estate Encumbrances Property or American Leased Real Property to which they relate or the conduct of the business of American and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesits Subsidiaries as presently conducted.
Appears in 2 contracts
Samples: Merger Agreement (Us Airways Group Inc), Merger Agreement (Amr Corp)
Real Property. Section 2(iThe applicable Loan Parties shall obtain and deliver to Administrative Agent, within one hundred and eighty (180) of days after the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased Closing Date (unless waived or extended by Administrative Agent in its sole discretion), to the Seller (includingextent such delivery has not been waived by Administrative Agent in its discretion, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estatefollowing:
(i) the Seller has good and marketable title to all each of the Owned Real Estate free Mortgages, executed and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title delivered by a duly authorized officer of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")Loan Party signatory thereto;
(ii) the Leases are andexecuted legal opinion of each local counsel in the jurisdiction set forth on Schedule 7.12(b)(ii), following with respect to collateral security matters in connection with the Closing will continue Mortgages, each in form and substance reasonably satisfactory to be, legal, valid, binding, enforceable, the Administrative Agent and in full force and effectU.S. ABL Collateral Agent;
(iii) no party in respect of each of the Mortgaged Properties an irrevocable written commitment to any Lease is in breach or default issue a mortgagee’s title policy (or has repudiated any provision thereofpolicies) or marked up unconditional binder for such insurance dated as of the date the applicable Mortgage is executed and delivered. Each such policy shall (i) be in the amount set forth with respect to such policy in Schedule 7.12(b)(iii), or in an amount otherwise reasonably satisfactory to the U.S. ABL Collateral Agent; (ii) insure that the Mortgage insured thereby creates a valid Lien on the Mortgaged Properties encumbered thereby free and no event has occurred whichclear of all defects and encumbrances, with notice except as may be approved by the U.S. ABL Collateral Agent, and except for Permitted Liens; (iii) name the U.S. ABL Collateral Agent as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage, as reasonably agreed to by the U.S. ABL Collateral Agent and the Parent Borrower; and (vi) be issued by the Title Insurance Company. The U.S. ABL Collateral Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid or lapse other reasonably satisfactory arrangements have been made. The U.S. ABL Collateral Agent shall have also received a copy of time, would constitute a breach or default thereunder or permit termination, modificationall recorded documents referred to, or acceleration thereunderlisted as exceptions to title in, the title policy or title policies referred to in this subsection;
(iv) there are no disputes, oral agreements, or forbearance programs in effect Parent Borrower shall have used reasonable best efforts to cause the Administrative Agent to have been named as an additional insured with respect to liability policies and the U.S. ABL Collateral Agent to have been named as loss payee and mortgagee with respect to the property insurance maintained by any LeaseLoan Party with respect to the Mortgaged Properties;
(v) none obtain new ALTA surveys (or deliver existing surveys together with affidavits of the Owned Real Estate and no-change to the Seller's Knowledge, none of Title Insurance Company in lieu thereof) in such form as is sufficient to cause the properties subject Title Insurance Company to delete the standard “survey exception” from the title insurance policies delivered with respect to the Leases is subject Mortgaged Properties pursuant to any lease subsection 7.12(b)(iii) on or prior to the date such policies are delivered (other than Leasesor to issue endorsements to such title insurance policies which have the effect of deleting the standard “survey exception”), option to purchase or rights of first refusal;; and
(vi) except for Permitted Real Estate Encumbrancesa zoning report in lieu of a zoning endorsement with respect to each of the Mortgaged Properties. Notwithstanding the foregoing, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any Mortgaged Property that is located in Florida and such other jurisdictions as the Administrative Agent may reasonably agree, the requirements of Subsections 7.12(b)(i)-(iii) shall be deemed satisfied in the Real Estate; (ii) pending or, event that the applicable Loan Party delivers same to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; Cash Flow Collateral Representative (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest as defined in the Leases or its rights thereunder;
(viii) to Base Intercreditor Agreement), as agent for the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained Administrative Agent in accordance with applicable lawsthe terms of the Base Intercreditor Agreement, rules, and regulations; and
(ix) instead of delivering same to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesAdministrative Agent as provided above.
Appears in 2 contracts
Samples: Abl Credit Agreement (Hd Supply, Inc.), Abl Credit Agreement (Hd Supply, Inc.)
Real Property. Section 2(iThe applicable Loan Parties shall obtain and deliver to Administrative Agent, within sixty (60) days after the Closing Date (unless waived or extended by Administrative Agent in its sole discretion), to the extent such items have not been delivered as of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to Closing Date, or delivery has not been waived by Administrative Agent in its discretion, the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estatefollowing:
(i) the Seller has good and marketable title to all each of the Owned Real Estate free Mortgages, executed and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title delivered by a duly authorized officer of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")Loan Party signatory thereto;
(ii) the Leases are andexecuted legal opinion of each local counsel in the jurisdiction set forth on Schedule 7.12(b)(ii), following with respect to collateral security matters in connection with the Closing will continue Mortgages, each in form and substance reasonably satisfactory to be, legal, valid, binding, enforceable, the Administrative Agent and in full force and effectU.S. ABL Collateral Agent;
(iii) no party in respect of each of the Mortgaged Properties an irrevocable written commitment to any Lease is in breach or default issue a mortgagee’s title policy (or has repudiated any provision thereofpolicies) or marked up unconditional binder for such insurance dated the Closing Date. Each such policy shall (i) be in the amount set forth with respect to such policy in Schedule 7.12(b)(iii), and but in no event has occurred whichgreater than 110% of the Fair Market Value of each Mortgaged Property; (ii) insure that the Mortgage insured thereby creates a valid Lien on the Mortgaged Properties encumbered thereby free and clear of all defects and encumbrances, except as may be approved by the U.S. ABL Collateral Agent, and except for Permitted Liens; (iii) name the U.S. ABL Collateral Agent as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage, as reasonably agreed to by the U.S. ABL Collateral Agent and the Parent Borrower; and (vi) be issued by the Title Insurance Company or any other title companies reasonably satisfactory to the U.S. ABL Collateral Agent (with notice any other reasonably satisfactory title companies acting as co-insurers or lapse reinsurers, at the reasonable option of timethe U.S. ABL Collateral Agent). The U.S. ABL Collateral Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, would constitute and all charges for mortgage recording tax, if any, have been paid or other reasonably satisfactory arrangements have been made. The U.S. ABL Collateral Agent shall have also received a breach or default thereunder or permit termination, modificationcopy of all recorded documents referred to, or acceleration thereunderlisted as exceptions to title in, the title policy or policies referred to in this subsection and a copy, certified by such parties as the U.S. ABL Collateral Agent may deem reasonably appropriate, of all other documents affecting the property covered by each Mortgage as shall have been reasonably requested by the U.S. ABL Collateral Agent;
(iv) there are no disputes, oral agreements, or forbearance programs in effect Parent shall have used reasonable best efforts to cause the Administrative Agent to have been named as an additional insured with respect to liability policies and the U.S. ABL Collateral Agent to have been named as loss payee and mortgagee with respect to the property insurance maintained by any LeaseLoan Party with respect to the Mortgaged Properties;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (iiMortgaged Properties which is located in an area identified by the Secretary of Housing and Urban Development as having special flood hazards, if the Administrative Agent shall have delivered notice(s) pending or, to the Seller's Knowledgerelevant Loan Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board, threatened condemnation proceedings such Loan Party shall have delivered a flood certificate to the Administrative Agent;
(vi) a Survey with respect to all Mortgaged Properties along with the following items as the Administrative Agent may reasonably request:
(A) endorsements to the lender’s title insurance policy (or marked up title insurance commitment having the effect of a title insurance policy) dated the Closing Date and delivered to Administrative Agent insuring each Mortgage encumbering such Mortgaged Property, (1) eliminating the general or standard survey exception to the extent not previously eliminated on the Closing Date and (2) providing the customary comprehensive and survey endorsements thereto (to the extent available in the applicable jurisdiction) as well as any other endorsements which were omitted as a result of the Real Estate; applicable Loan Party’s failure to obtain and deliver a Survey contemporaneously with said title insurance policy (iiior marked title insurance commitment having the effect of a title insurance policy);
(B) structural or mechanical defects an amendment to each Mortgage encumbering such Mortgaged Property delivered on the Closing Date amending the legal description therein, if necessary in any the reasonable judgment of the buildings or improvements located on Administrative Agent to make such mortgage consistent with the Real Estate; Survey (iv) any pending or, together with a modification endorsements to the Seller's Knowledgelender’s title insurance policy (or marked up title insurance commitment having the effect of a title insurance policy) dated the Closing Date in form and substance reasonably acceptable to the Administrative Agent); and
(C) evidence reasonably acceptable to the Administrative Agent of payment by Parent Borrower of all premiums, threatened changed in any zoning laws or ordinances which may materially adversely affect any search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Real Estate or Seller's use thereof;Mortgage Amendments, if any, and issuance of the title policy endorsements referred to above; and
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded a zoning report in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) lieu of a zoning endorsement with respect to the Seller's Knowledge, all facilities those Mortgaged Properties set forth on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesSchedule 7.12(b)(vii).
Appears in 2 contracts
Samples: Abl Credit Agreement (Hd Supply, Inc.), Abl Credit Agreement (HSI IP, Inc.)
Real Property. Section 2(i(a) Neither the Company nor any other Company Party owns any fee interest in any real property.
(b) Schedule 3.25 sets forth a true, correct and complete list of all real property leases, subleases or licenses pursuant to which the Company or any of its Subsidiaries is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, in each case as amended through the date hereof, which list includes the street address, the identity of the Disclosure Schedule lists lessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods), the rent payment terms and describes briefly all Owned Real Estate and real property leased the current use. At the Purchaser’s request, the Company shall deliver to the Seller (includingPurchaser true, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of each such lease, sublease or license. The real property interests described or listed on Schedule 3.25 constitute all of the Leasesleasehold interests in real property leased or otherwise held for use by the Company and its Subsidiaries. With respect to the Real Estateeach such lease, sublease and license, except as set forth on Schedule 3.25:
(i) the Seller has good such lease, sublease and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, license is legal, valid, binding, enforceable, binding and enforceable against the parties thereto and is in full force and effect;
(iiiii) no party to any Lease thereto is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iviii) there are no disputes, oral agreements, agreements or forbearance programs in effect as to any Lease;such lease, sublease or license; and
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to neither the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect Company nor any of the Real Estate or Seller's use thereof;
(vii) the Seller its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in the Leases or its rights thereunder;therein.
(viiic) No Consent of any party to the Seller's Knowledgeany lease, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) sublease or license is required in connection with the operation thereof execution, delivery or performance of this Agreement, the Notes or the other Investment Document, including the amendment, restatement and have been operated and maintained in accordance with applicable laws, rulesissuance of the Securities, and regulations; andthe exercise of any remedies under any of the Collateral Documents, and no such event shall be prohibited by, or shall constitute a default under, any such lease, sublease or license.
(ixd) to All parking lots located on any real property leased by the Seller's KnowledgeCompany or any of its Subsidiaries are in compliance with Applicable Law, the owner of each leased facility has good including zoning requirements, and marketable title to the underlying parcel of real property, free are adequate for its employees and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesbusiness operations.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp), Securities Purchase Agreement (Overhill Farms Inc)
Real Property. Section 2(i(a) Schedule 6.13(a) lists all real property relating to the operation of the Disclosure Schedule lists and describes briefly all Project owned by such Seller (such real property, the "Owned Real Estate Property"). Such Seller has fee title to each parcel of Owned Real ------------------- Property free and clear of all Liens, except: (i) Permitted Liens; and (ii) zoning, planning and other limitations and restrictions of record.
(b) Schedule II sets forth a list of all Leases relating to the ----------- operation of the Project. Except as set forth on Schedule II, such Seller ----------- is not a lessee, sublessee or grantee under any lease, sublease, easement or right of way grant relating to the Project. The real property leased subject to the Leases is described on Schedule 6.13 (b) and is hereinafter referred to as the "Leased Real Property." Such Seller has a valid, good and marketable interest -------------------- in, and enjoy quiet and undisturbed possession of, the Leased Real Property, free and clear of all Liens, except: (includingi) Permitted Liens and (ii) zoning, without limitationplanning and other limitations and restrictions of record. To such Seller's Knowledge, complete legal descriptions for all no lessor or grantor is in default in any material respect under any Lease. Subject to the receipt of the consents set forth on Schedule 6.3(b), no --------------- consent or approval of any other Person is required in order to permit the Purchaser to continue as lessee, sublessee or holder of the easement or right of way thereunder after the consummation of the transactions contemplated hereunder on the same terms as in effect on the date of this Agreement.
(c) Schedule 6.13(c) sets forth a list of all material agreements ---------------- under which such Seller possesses an Other Real Estate)Property Interest and all amendments thereto relating to the Project. The Such Seller has delivered a valid, good and marketable interest in the Other Real Property Interests, free and clear of all Liens, except: (i) Permitted Liens and (ii) zoning, planning and other limitations and restrictions of record.
(d) Except as disclosed on Schedule 6.13(d) or the Title Policy or ---------------- Survey, there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, pursuant to which such Seller has granted to any Person the Buyers correct and complete copies right to purchase the Owned Real Property, or the right to use or occupy any of the Leases. With respect to Owned Real Property, Leased Real Property or Other Real Property Interest that would materially and adversely affect the Real Estateoperation of the Assets.
(e) Except as disclosed on Schedule 6.13(e), such Seller has not ---------------- received written notice and does not have any Knowledge that:
(i) there are any pending or threatened proceedings for rezoning or otherwise, which would affect the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions Property or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy portion thereof or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")any improvements thereon;
(ii) there is any plan, study or effort by any governmental agency to widen, modify or realign any street or road providing access to the Leases are andReal Property or any portion thereof, following or that in any other way could reasonably be expected to materially affect the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;Seller's current intended use thereof; or
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputesany mining, oral agreements, mineral or forbearance programs water extraction or development projects in effect as progress or planned to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase commence on or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of under the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to Property or any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use portion thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Zond Windsystem Partners LTD Series 85-A), Purchase and Sale Agreement (Zond Windsystem Partners LTD Series 85-B)
Real Property. Section 2(i(a) Each of the Company and its Subsidiaries has good and valid title to or a valid leasehold interest in all Company Properties reflected on the balance sheet contained in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2009 that is part of the Company SEC Reports or acquired after the date thereof except for (i) Company Properties sold or otherwise disposed of in the ordinary course of business since the date of such balance sheet, (ii) Company Properties the loss of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) as set forth in Schedule 2.10(a) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all Company Letter. Each of the Real Estate). The Seller has delivered to Company and its Subsidiaries holds the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate Company Properties free and clear of all liensLiens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesLiens. “Company Properties” means all real property interests, there are no excluding space leases, together with all buildings, structures and other improvements and fixtures located on or under such real property interests and all easements, rights and other appurtenances to such real property, owned or held by the Company and its Subsidiaries, including fee interests, ground leasehold interests and mortgage loans held as lender. “Permitted Liens” means (i) actual or, to Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith and for which there are adequate reserves on the Seller's Knowledge, proposed special assessments with respect to any financial statements of the Real EstateCompany (if such reserves are required pursuant to GAAP); (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estateinchoate mechanics’ and materialmen’s Liens for construction in progress; (iii) structural or mechanical defects inchoate materialmen’s, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in any the ordinary course of business of the buildings Company or improvements located on the Real Estateany Subsidiary; (iv) with respect to real property, zoning restrictions, survey exceptions, utility easements, rights of way and similar Liens that are imposed by any pending Governmental Entity having jurisdiction thereon or otherwise are typical for the applicable property type and locality and that do not interfere materially with the current use of such property (assuming its continued use in the manner in which it is currently used) or, with respect to unimproved or vacant real property, interfere materially with the Seller's Knowledgeintended use of such property; (v) with respect to real property, threatened changed any Liens disclosed in any zoning laws Company Title Insurance Policy provided or ordinances made available to Parent (whether material or immaterial), Liens and obligations arising under any Contract filed as an exhibit to a Company SEC Report or listed in Schedule 2.13(a) of the Company Letter and any other Lien that does not interfere materially with the current use of such property (assuming its continued use in the manner in which may it is currently used) or materially adversely affect any the value or marketability of the Real Estate or Seller's use thereof;
such property; and/or (viivi) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest other Liens being contested in the Leases or its rights thereunder;
(viii) to the Seller's Knowledgeordinary course of business in good faith, all facilities provided an appropriate reserve has been established therefor on the Real Estate have received all approvals Company’s balance sheet as of governmental authorities (including licensesDecember 31, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances2009.
Appears in 2 contracts
Samples: Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (Crystal River Capital, Inc.)
Real Property. Section 2(iThe Association does not own any real property and has not executed and delivered or otherwise entered into any contract to purchase any real property. Paragraph 4(k) of the Sellers' Disclosure Schedule Letter lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Association. The Seller has Sellers have delivered to the Buyers Purchaser correct and complete copies of the Leasesleases and subleases listed in Paragraph 4(k) of the Sellers' Disclosure Letter (as amended to date). With respect to each lease and sublease listed in Paragraph 4(k) of the Real EstateSellers' Disclosure Letter, except as otherwise set forth in such Paragraph 4(k) of the Sellers' Disclosure Letter:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions lease or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) the Association, and, to the best of Sellers' Knowledge, no other party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) the Association, and, to the best of Sellers' Knowledge, no party to the lease or sublease has repudiated any provision thereof;
(v) to the best of Sellers' Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalsublease;
(vi) except for Permitted Real Estate Encumbranceswith respect to each sublease, there are no the representations and warranties set forth in subsections (i) actual or, to the Seller's Knowledge, proposed special assessments through (v) above are true and correct with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease;
(vii) the Seller Association has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viii) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ixx) to the Seller's best of Sellers' Knowledge, the owner of each the facility leased facility or subleased has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.installments of special easements not yet
Appears in 2 contracts
Samples: Stock Purchase Agreement (Response Oncology Inc), Stock Purchase Agreement (Seafield Capital Corp)
Real Property. Section 2(i(a) of Except as disclosed on Schedule 4.7 attached hereto, with respect to ------------ the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (includingProperty, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Company holding title thereto has, and Seller has will have on the Closing Date, good and marketable indefeasible title, insurable by a responsible title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real propertyinsurance company at regular rates, free and clear of any Security Interest, easement, covenant, or other restrictionmaterial Lien, except for Permitted Liens, (ii) there are no leases, subleases, licenses, concessions, or other agreements granting to any Person the right of use or occupancy of any portion thereof; and (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Estate Encumbrances Property or any portion thereof or interest therein.
(b) Schedule 1.2(d) hereto sets forth all of the real property leased or --------------- subleased by the Companies of any of them (the "Leased Real Property"). The -------------------- Companies have delivered to Buyer true, correct, and Seller's leasehold complete copies of each of the leases for the Leased Real Property (the "Leases"), including, without ------ limitation, all amendments or modifications thereto. With respect to each of the Leases (i) neither the Companies nor, to the best of the Companies' knowledge, any third party, is in material breach or default under such Lease, no event has occurred (including the consummation of the transactions contemplated hereby) which, with the lapse of time or the giving of notice, or otherwise would constitute such a material breach or default by any of the Companies.
(c) The Owned Real Property and the Leased Real Property (collectively, the "Premises") constitutes all of the real property owned, leased, occupied or -------- otherwise utilized by the Companies or any of them or in connection with the Business.
(i) The Premises are in compliance with all applicable federal, state and local laws and regulations (including, but not limited to, those relating to environmental protection, conservation and occupational safety and health) and with all applicable land use requirements, zoning ordinances and building codes;
(ii) There are no pending or, to the Companies' knowledge, threatened legal proceedings against or claiming an interest in each Lease the Premises;
(iii) Except for current Taxes which are not yet due or which are payable without penalty, there are no public assessments or similar charges on the Premises;
(iv) There are no pending, or, to the Companies' knowledge threatened, eminent domain proceedings to acquire the Premises or any portion thereof or any interest therein
(v) To the knowledge of the Companies there are no plans or studies to alter any street or highway contiguous to the Premises or to remove, eliminate or modify any railroad spur line to the Premises or access rights to same;
(vi) The Companies have all water supply, sewage services, storm drainage, electrical supply, natural gas and other utilities necessary for the operation of the Premises as operated prior to the Closing Date, and such utility services have not been interrupted (other than as a result of weather or other natural causes) during the one-year period prior to the Closing Date;
(vii) All permits and licenses necessary for the construction of the present improvements at the Premises and for the present operation, use and occupancy thereof by the Companies have been obtained and are in effect, except those which the failure to obtain has priority over had or will have a Material Adverse Effect;
(viii) There are no binding agreements of the Companies or any of them with any governmental agency or private Person which has had or will have a Material Adverse Effect or materially restricting the use of the Premises;
(ix) There are no leases, subleases, occupancies or tenancies in effect pertaining to the Owned Real Property;
(x) The Companies have all necessary rights of way and rights of ingress and egress to and from the Premises to conduct the Business as conducted prior to the Closing Date, pursuant to valid and enforceable agreements;
(xi) No work for municipal improvements has been commenced on or in connection with the Premises, or, to the knowledge of the Companies, on any street adjacent thereto and which will adversely affect access to the Premises; no assessment for public improvements has been made against the Premises which remains unpaid; and no notice from any county, township or other governmental body has been served upon the Premises or received by the Companies or any of them requiring any work, repair, construction, alteration, or installation on or in connection with the Premises which has not been complied with; and
(xii) To the knowledge of the Companies, no part of the Premises contains, is located within, or abuts any flood plain, navigable water or other body of water, tide land, wet land, xxxxx land or any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesarea which is subject to special state, federal or municipal regulation, controls or protection.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Anthony Crane Rental Holdings Lp), Asset Purchase Agreement (Anthony Crane Rental Lp)
Real Property. Section 2(i(a) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (includingThe Company has good, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good valid and marketable title to all each parcel of the Owned Real Estate Property and each such parcel (i) is owned free and clear of all liensLiens, chargesother than (A) Liens for Taxes, mortgagesassessments, security interestscharges or claims of payment not yet past due and Liens (including Liens that are being contested in good faith) for which adequate accruals or reserves have been established in accordance with GAAP, easements(B) mechanics’ and materialmen’s Liens for construction in progress arising in the ordinary course of business, restrictions or other encumbrances for which adequate reserves have been established, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of any nature whatsoever except real estate taxes for business of the year Company, (D) Liens set forth in Section 3.21(a) of Closing the Company Disclosure Schedule, (E) those matters listed as items 2 through 7 of Schedule B, Part One of that certain Policy of Title Insurance dated June 30, 2006 and municipal issued by First American Title Insurance Company as Policy Number NCS-237574-WA1 (the “Existing Title Policy”) and zoning ordinances and recorded utility easements (F) non-monetary Liens imposed after the date of the Existing Title Policy which do not impair materially adversely affect the current use, occupancy or value of the Owned Real Property or the marketability ability to use the Owned Real Property for the purpose of title conducting the Business thereon (the Liens listed in (A) through (F) above are sometimes referred to herein collectively as “Permitted Liens”) and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the property and which are disclosed in Company, has any such condemnation, expropriation or taking been proposed.
(b) Except for the lease(s) set forth on Section 2(i3.21(b) of the Company Disclosure Schedule (collectivelythe “Company Leases), the "Permitted Real Estate Encumbrances");
(ii) the Leases are andCompany is not a party to any lease, following the Closing will continue sublease or license with respect to be, legal, valid, binding, enforceable, and any real property. Each Company Lease is in full force and effect;
(iii) no party to , is valid and effective in accordance with its terms, and there is not any Lease is in breach existing default or event of default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, or both, would constitute a breach default) thereunder by the Company or, to the Company’s knowledge by the other party to such lease. The Company has not entered into any sublease, license or default thereunder or permit termination, modification, or acceleration thereunder;other agreement with respect to any Leased Real Property. The Company has received no notice that any Leased Real Property is in violation of any Law.
(c) (i) Except as disclosed in Section 3.21(c) of the Company Disclosure Schedule, the Company is in all material respects, in compliance with any Law (including any building, planning, highway or zoning law) relating to the Real Property, (ii) the Company is in undisturbed possession of each parcel of Real Property (subject to Permitted Liens), (iii) subject to Permitted Liens, no other person has any rights to the use or occupancy or enjoyment of the Real Property pursuant to any lease, sublease, license, occupancy or other agreement to which the Company is a party, (iv) to the knowledge of the Company, the Company is in all material respects, in compliance with any Law (including any building, planning, highway or zoning law) relating to the Leased Real Property, and (v) there are no disputes, oral agreements, encroachments onto or forbearance programs in effect as to any Lease;
(v) none of from the Owned Real Estate and to Property.
(d) As used in this Agreement, “Leased Real Property” shall mean the Seller's Knowledge, none real property set forth on Section 3.21(d)(1) of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual orCompany Disclosure Schedule and, to the Seller's Knowledgeextent leased by the Company, proposed special assessments with respect to any all buildings and other structures, facilities or improvements currently located thereon, all fixtures, systems, equipment and items of personal property of the Company attached or appurtenant to such real property and all easements, licenses, rights and appurtenances relating to the foregoing, The Leased Real Estate; (ii) pending orProperty includes all real property leased, subleased or licensed by the Company as tenant, subtenant or licensee, together with, to the Seller's Knowledgeextent leased by the Company, threatened condemnation proceedings with respect to any all buildings and other structures, facilities or improvements currently located thereon, all fixtures, systems, equipment and items of personal property of the Company attached or appurtenant to such leased premises and all easements, licenses, rights and appurtenances relating to the foregoing. As used in this Agreement, “Owned Real Estate; (iiiProperty” shall mean the real property set forth on Section 3.21(d)(2) structural or mechanical defects in any of the Company Disclosure Schedule and all buildings and other structures, facilities or improvements owned by the Company currently located on thereon, all fixtures, systems, equipment and items of personal property owned by the Real Estate; (iv) any pending orCompany attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the Seller's Knowledgeforegoing. The Company does not own any real property other than the Owned Real Property. As used in this Agreement, threatened changed in any zoning laws or ordinances which may materially adversely affect any of “Real Property” shall mean the Owned Real Estate or Seller's use thereof;
(vii) Property and the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Leased Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.Property
Appears in 2 contracts
Samples: Merger Agreement (W R Grace & Co), Merger Agreement (Synthetech Inc)
Real Property. Section 2(i2(g) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i2(f) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Sellers' Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) all buildings and improvements on the Seller has Real Estate are in AS IS condition WHERE IS;
(viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's Sellers' leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) of the Disclosure Schedule The Company does not own any real property.
(b) SCHEDULE 3.15(b) lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Company. The Seller Company has delivered to the Buyers Parent correct and complete copies of the Leasesleases and subleases listed in SCHEDULE 3.15(b). With respect to the Real Estate:each lease and sublease listed in SCHEDULE 3.15(b):
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions lease or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, sublease is legal, valid, binding, enforceable, enforceable and in full force and effecteffect in all material respects; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modificationmodification of a material term or condition, or acceleration thereunder, except as disclosed in SCHEDULE 3.15(b);
(iv) no party to the lease or sublease has repudiated any provision thereof;
(v) there are no disputes, oral agreements, agreements or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalsublease;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiivii) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities Governmental Entities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulationsLaws; and
(ixviii) to the Seller's Knowledge, the owner of each all facilities leased facility has good or subleased thereunder are supplied with utilities and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted Real Estate Encumbrancesoperation of said facilities.
Appears in 2 contracts
Samples: Merger Agreement (Daou Systems Inc), Merger Agreement (Daou Systems Inc)
Real Property. Section 2(iSellers own good and indefeasible fee simple and/or good and valid leasehold title, as the case may be, to the Real Property, subject to the Permitted Encumbrances. The Real Property will be conveyed to Buyers free and clear of any and all Liens except (i) any lien for taxes not yet due and payable, (ii) any lease obligations under the Contracts assumed by Buyers, (iii) easements, restrictions and other matters of record, so long as such matters do not, collectively or individually, materially interfere with the operations of the Disclosure Schedule lists Hospital in a manner consistent with the current use by Sellers, (iv) zoning regulations and describes briefly all Owned other governmental laws, rules, regulations, codes, orders and directives affecting the Real Estate Property, (v) unrecorded easements, discrepancies, boundary line disputes, overlaps, encroachments and real property leased to the Seller (including, without limitation, complete legal descriptions for all other matters that would be revealed by an accurate survey or inspection of the Real Estate). The Seller has delivered Property, so long as such matters do not, collectively or individually, materially interfere with the operations of the Hospital in a manner consistent with the current use by Sellers, (vi) any encumbrances or defects that do not materially interfere with the operations of the Hospital and other Facilities in a manner consistent with the current use by Sellers, (vii) any Liens arising under the Contracts assumed by Bxxxxx, (viii) the matters described on Schedule 3.10, and (ix) with respect to the Buyers correct and complete copies of Leased Real Property, any encumbrances which encumber the Leasesfee interest in such property (collectively, the “Permitted Encumbrances”). With respect to the Real EstateProperty:
(a) Except as set forth in Schedule 3.10(a), no Seller has received during the past three (3) years written notice from any Government Entity of a material violation of any applicable ordinance or other law, order or regulation with respect to the Owned Real Property, which violation has not been corrected;
(b) Except as set forth in Schedule 3.10(b), to the knowledge of Sellers, the Owned Real Property and its operation are in material compliance with all applicable zoning ordinances or is considered legally non-conforming or “grandfathered” thereunder;
(c) Except for the Permitted Encumbrances, there are no tenants or other Persons or entities occupying any space in the Real Property, other than pursuant to tenant leases described in Schedule 3.10(c), and no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any nature is owed by Sellers to any tenant pursuant to such tenant leases, nor is any landlord improvement work required to be completed by Sellers pursuant to such tenant leases, in each case, except as disclosed in Schedule 3.10(c);
(d) Attached to Schedule 3.10(d) is a “rent roll” which sets forth for those leases where a Seller is landlord (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; and (iii) the security deposits held by Sellers for each tenant listed on the rent roll;
(e) Except as set forth on Schedule 3.10(e), no Seller has good and marketable title received during the past five (5) years any written notice from any Government Entity of any (i) existing, proposed or contemplated plans to all modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of any material portion of the Owned Real Estate free Property or that would materially and clear adversely affect the current use of any part of the Owned Real Property, (ii) public improvements that are required to be made and which have not heretofore been assessed against the Owned Real Property, or (iii) pending or threatened special, general or other assessments against or affecting any of the Owned Real Property (other than municipal or county-wide assessments in the ordinary course) which have not heretofore been assessed;
(f) Except as set forth on Schedule 3.10(f), to Sellers’ knowledge, all permanent certificates of occupancy and all other material licenses, permits, authorizations, consents, certificates and approvals required by all Governmental Entities having jurisdiction for the current use of the Owned Real Property by Sellers have been issued for the Owned Real Property, have been paid for and are in full force and effect (excluding any licenses, permits, authorizations, consents, certifications and approvals which are required to operate the businesses owned or operated by Sellers);
(g) Schedule 3.10(g) sets forth an accurate and complete list of all lienswritten and oral leases, chargessubleases, mortgages, security interests, easements, restrictions licenses or other encumbrances of rental agreements that grant or will grant to any nature whatsoever except real estate taxes Seller as lessee, sublessee or licensee thereunder a possessory interest in and to any space in the Leased Real Property necessary for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title operation of the property Facilities as currently conducted, including any ground leases and which are disclosed in Section 2(i) of the Disclosure Schedule any leases for parking (collectively, the "Permitted Real Estate Encumbrances"“Operating Leases”);
(ii) . Sellers have delivered or otherwise made available to Buyers materially complete, correct and current copies of all Operating Leases. Except as set forth on Schedule 3.10(g), there are no Seller Guaranties with respect to the Operating Leases and the Operating Leases are assignable by the applicable Seller to the applicable Buyer, subject to obtaining any required consents to such assignment. The Operating Leases have not been modified, amended or assigned by Sellers, except as set forth on Schedule 3.10(g), are legally valid, binding and enforceable against the applicable Seller and, following the Closing will continue to beSellers’ knowledge, legal, valid, binding, enforceable, all other parties thereto in accordance with their respective terms and are in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof. Except as set forth on Schedule 3.10(g), and there are no material defaults by Sellers or, to Sellers’ knowledge, any other party under any of the Operating Leases, and, to the knowledge of Sellers, no event has occurred which, which with the giving of notice or lapse passage of time, or both, would constitute a breach or material default thereunder or permit termination, modification, or acceleration thereunderunder any of the Operating Leases;
(ivh) there are Except as set forth on Schedule 3.10(h), no disputes, oral agreements, Seller is a party to or forbearance programs in effect as subject to any Lease;
(v) none Tax abatement or payment-in-lieu of taxes agreement relating to the Owned Real Estate and to Property nor are there any outstanding waivers or agreements extending the Seller's Knowledge, none statute of the properties subject to the Leases is subject to limitations for any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments period with respect to any of Tax to which the Owned Real Estate; (ii) pending or, to Property may be subject following the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulationsClosing; and
(ixi) to The Real Property comprises all of the Seller's Knowledge, real property owned or leased or otherwise used or occupied by Sellers that is associated with or employed in the owner operation of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesFacilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Community Health Systems Inc), Asset Purchase Agreement (Community Health Systems Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all Seller. Section 2(i) of the Real Estate)Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) below. The Seller has delivered to the Buyers Buyer correct and complete copies of the Leasesleases and subleases listed in of the Disclosure Schedule (as amended to date). With respect to the Real Estate:
(i) the Seller has good each lease and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed sublease listed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");Schedule:
(iii) the Leases are lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iiiii) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iviii) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(iv) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiivi) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each the facility leased facility or subleased has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances recorded easements, covenants, and Seller's leasehold interest in each Lease has priority over any other interest except for restrictions that do not impair the fee interest therein and Permitted Real Estate Encumbrancescurrent use, occupancy, or value, or the marketability of title, of the property subject thereto.
Appears in 2 contracts
Samples: Program Service and Time Brokerage Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Section 2(i3.15(a) of the Disclosure Schedule lists and describes briefly all Schedules lists: (i) the street address of each parcel of Owned Real Estate and real property leased Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the Seller (including, without limitation, complete legal descriptions for all recordation of the deed pursuant to which each such parcel of Owned Real Estate)Property was acquired and (v) the current use of each such parcel of Owned Real Property.
(b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property.
(c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. The Seller MS has delivered made available to the Buyers correct Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the Leasesextent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party.
(d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to the Real Estateeach of such leases and subleases:
(i) such lease or sublease represents the Seller has good entire agreement between the respective landlord and marketable title tenant with respect to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever such property; and
(ii) except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are as otherwise disclosed in Section 2(i3.15(b) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred whichSchedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or lapse termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of time, would constitute a breach or default thereunder under such lease or permit terminationsublease, modification, which breach or acceleration thereunder;default has not been cured.
(ive) there There are no disputes, oral agreements, condemnation proceedings or forbearance programs in effect as to eminent domain proceedings of any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) kind pending or, to the Seller's Knowledgeactual knowledge of MS (without investigation), threatened condemnation proceedings with respect to any against the Owned Real Property.
(f) To the best knowledge of the Real Estate; (iii) structural or mechanical defects in any of the buildings or MS, all improvements located on the Real Estate; Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (ivincluding, but not limited to, any building, planning or zoning Laws) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the affecting such Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aetna Industries Inc), Stock Purchase Agreement (MS Acquisition)
Real Property. (a) Section 2(i3.8(a) of the Disclosure Schedule lists identifies a complete, accurate and describes briefly current list, including the address or other description, and the identity of the holder of title, of all real property owned by the MGM Acquired Entities (including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Owned Real Estate Property”), and Section 3.8(a) of the Disclosure Schedule identifies a complete, accurate and current list of all real property leased or operated by the MGM Acquired Entities, including the date of each Lease, the expiration date of such Lease, the term of such Lease, the parties to such Lease, all renewal rights and options to purchase and a description of the Seller demised premises thereunder (includingincluding all leasehold, without limitationsubleasehold, complete legal descriptions for ground leasehold, or other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property used in connection with any of the MGM Acquired Entities and the operation of its business) (collectively, the “Leased Real Property” and together with the Owned Real Property shall be referred to herein collectively as the “Real Property”). Each of the MGM Acquired Entities is in lawful possession of all of the Real Estate). The Seller has delivered Property, subject only to the Buyers correct and complete copies of the Leases. Permitted Exceptions.
(b) With respect to each parcel of the Owned Real Estate:
Property, except as set forth in Section 3.8(b)(x) of the Disclosure Schedule: (i) the Seller an MGM Acquired Entity has good and marketable indefeasible fee simple title to all of the Owned Real Estate Property, free and clear of all liensEncumbrances, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except (A) Encumbrances for real estate taxes Taxes or ad valorem Taxes that are not past due; (B) easements for the year erection and maintenance of Closing public utilities exclusively serving the properties and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed other matters set forth in Section 2(i3.8(b)(y) of the Disclosure Schedule that, to the knowledge of any of the MGM Parties, neither (collectivelyI) materially interferes with the use or operation of an MGM Acquired Entity in the conduct of its business as it is presently conducted, or (II) renders title to the Owned Real Property unmarketable or uninsurable; and (C) Tenant Leases (collectively with (A), (B) and (C), the "“Permitted Real Estate Encumbrances"Exceptions”);
; (ii) except as set forth in Section 3.8(b)(y) and Section 3.8(d) of the Leases are andDisclosure Schedule, following an MGM Acquired Entity has neither leased nor otherwise granted to any Person the Closing will continue right to be, legal, valid, binding, enforceable, and use or occupy the Owned Real Property or any portion thereof except for licensing of hotel rooms in full force and effect;
the Ordinary Course of Business; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputesoutstanding options, oral agreementsrights of first offer, rights of reverter, or forbearance programs in effect as rights of first refusal to purchase the Owned Real Property or any Lease;
portion thereof or interest therein; and (viv) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases MGM Acquired Entities is subject a party to any lease (other than Leases), option Contract to purchase any real property or rights of first refusal;interest therein.
(vic) except for Permitted Complete, accurate and current copies of all Leases pursuant to which the Leased Real Estate Encumbrances, Property is leased or operated have been delivered or made available by the MGM Parties to Purchaser and there are no (i) actual orother material Contracts between or among the MGM Parties and their respective Subsidiaries or Affiliates, to the Seller's Knowledge, proposed special assessments with respect to any the Leased Real Property or otherwise relating to the use and occupancy of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.Real
Appears in 2 contracts
Samples: Stock Purchase Agreement (MGM Mirage), Stock Purchase Agreement (GNLV Corp)
Real Property. Section 2(i2(h) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iiiii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iviii) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(viv) none of the Owned Real Estate and to To the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(viv) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivv) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vi) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (vii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vi) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(ix) except as noted in Section 2(h) of the Disclosure Schedule, all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixx) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Section 2(i3.21(a) of the Sellers’ Disclosure Schedule lists contains a true and describes briefly all Owned Real Estate and correct list of each parcel of real property leased to or by the Seller Sellers that is now, or at the time of the Closing will be, used or held for use in or otherwise related to or necessary for the conduct of, the Business (the “Leased Real Property”).
(b) Purchaser will assume the Sellers’ interests in the Leased Real Property listed in Section 3.21(b) of the Sellers’ Disclosure Schedule, exclusive however, of the New York Lease in the event that the New York Lease is terminated pursuant to Item 4 of Schedule 6.2(c) (the “Purchased Leased Real Property”) and such Purchased Leased Real Property shall be included in the Purchased Assets. The Sellers have a valid and subsisting leasehold estate in and the right to quiet enjoyment of the Purchased Leased Real Property for the full term of the lease of such properties. Each lease with respect to the Purchased Leased Real Property is a legal, valid and binding agreement, enforceable in accordance with its terms and there is no, and none of the Sellers has received notice of any, default (or any condition or event that, after notice or lapse of time or both, would constitute a default) thereunder. None of the Sellers owes any brokerage commissions with respect to any such Purchased Leased Real Property (including, without limitation, complete legal descriptions for all any contingent obligation in respect of the Real Estatefuture lease extensions). .
(c) The Seller has Sellers have delivered to Purchaser prior to the Buyers correct execution of this Agreement true and complete copies of all leases (including any amendments and renewal letters) and, to the Leases. With extent reasonably available, copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents with respect to the Purchased Leased Real Estate:Property.
(id) The buildings, structures, equipment and improvements on the Seller has Purchased Leased Real Property are in good operating condition and marketable title to all in a state of the Owned Real Estate free good maintenance and clear of all liensrepair, chargesordinary wear and tear excepted, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes are adequate and suitable for the year of Closing and municipal and zoning ordinances and recorded utility easements purposes for which do not impair the current use, occupancy or value or the marketability of title of the property and which they are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are presently being used and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Sellers’ Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to condemnation or appropriation proceedings pending or threatened against any of the such Purchased Leased Real Estate; Property or any plants, buildings or other structures thereon.
(iie) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any None of the Real Estate; (iii) structural or mechanical defects in Sellers owns any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rafaella Apparel Group,inc.), Asset Purchase Agreement (Perry Ellis International Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) i. the Seller has Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) . the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) . to the Seller's Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's Sellers' leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Estate:
(i) Property”), except as would not reasonably be expected to have, individually or in the Seller aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries, as applicable, has good and marketable valid title to all of the Owned Real Estate Property, free and clear of all liensany Encumbrance, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");.
(ii) With respect to the Leases are andreal property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), following except as would not reasonably be expected to have, individually or in the Closing will continue to beaggregate, legala Material Adverse Effect, the lease or sublease for such Leased Real Property is valid, legally binding, enforceable, enforceable and in full force and effect;, subject to the Bankruptcy and Equity Exception, and none of the Company or any of its Subsidiaries is in breach of or default under such lease or sublease.
(iii) no party As used in this Agreement, the term “Permitted Encumbrance” means (A) specified Encumbrances described in Section 5.1(k)(iii) of the Company Disclosure Schedule; (B) Encumbrances for Taxes or other governmental charges, assessments or claims of payment not yet due and payable or being contested in good faith or for which adequate reserves have been established in accordance with U.S. GAAP prior to any Lease is the date of this Agreement; (C) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, materialmen’s or other like Encumbrances arising or incurred in breach or default the ordinary course of business; (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modificationD) Encumbrances securing payment, or acceleration thereunder;
(iv) there are no disputesany obligation, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required outstanding Indebtedness incurred in connection with the operation thereof and have been operated and maintained purchase of Owned Real Property so long as there is no event of default under such Indebtedness; (E) pledges or deposits under workmen’s compensation Laws, unemployment insurance Laws or similar legislation, or good-faith deposits in accordance connection with applicable lawsbids, rulestenders, and regulationscontracts (other than for the payment of Indebtedness) or leases to which such entity is a party, or deposits to secure public or statutory obligations of such entity or to secure or appeal bonds to which such entity is a party, or deposits as security for contested Taxes, in each case incurred or made in the ordinary course of business; and
(ixF) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business; (G) zoning or other restrictions as to the Seller's Knowledgeuse of the affected real property that do not in the aggregate materially affect the value of the property or materially impair its use, the owner of each leased facility has good and marketable title or (H) Encumbrances to the underlying parcel extent disclosed or reflected on the consolidated balance sheet of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except the Company for the fee interest therein and Permitted Real Estate Encumbrancesquarterly period ended May 31, 2016 (or any notes thereto).
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Monsanto Co /New/)
Real Property. (a) Except as disclosed in ------------- Section 2(i6.4.5(a) of the Vail Banks Disclosure Schedule lists Memorandum, Vail Banks and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate WestStar have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel real property reflected in the Vail Banks 1997 Financial Statements (the "Realty"), and the titles to the Realty are covered by title insurance policies providing coverage in the amount of real propertythe original purchase price.
(b) Except as set forth in Section 6.4.5(b) of the Vail Banks Disclosure Memorandum, the interests of Vail Banks or WestStar in the Realty and in and under each of the Leases are free and clear of any Security Interestand all liens and encumbrances except for liens for current taxes not yet due, easementand are subject to no present claim, covenantcontest, dispute, action or, to the knowledge of Management, threatened action at law or in equity.
(c) The present and past use and operations of, and improvements upon, the Realty and all real properties leased by Vail Banks and WestStar (the "Leased Properties") are in compliance with all applicable building, fire, zoning and other applicable laws, ordinances and regulations, including the Americans with Disabilities Act, and with all deed restrictions of record, no notice of any violation or alleged violation thereof has been received, and to the knowledge of Management, there are no proposed changes therein that would affect the Realty, the Leased Properties or their uses.
(d) Management is not aware of any proposed or pending change in the zoning of, or other restrictionof any proposed or pending condemnation proceeding with respect to, any of the Realty or the Leased Properties which may adversely affect the Realty or the Leased Properties or the current or currently contemplated use thereof.
(e) The buildings and structures owned, leased or used by Vail Banks and WestStar are, taken as a whole, in good operating order (except for Permitted Real Estate Encumbrances ordinary wear and Seller's leasehold interest tear), usable in each Lease has priority over any other interest except for the fee interest therein ordinary course of business, and Permitted Real Estate Encumbrancesare sufficient and adequate to carry on the businesses and affairs of Vail Banks and WestStar as presently conducted.
Appears in 2 contracts
Samples: Merger Agreement (Vail Banks Inc), Merger Agreement (Vail Banks Inc)
Real Property. Section 2(i) Grant to the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:Secured Parties,
(i) the Seller has good and marketable title As to all each of the Owned fee owned Mortgaged Properties listed on Schedule 6.17(a)(i):
(A) a Mortgage Amendment duly executed by Borrower which amends the Existing Mortgage covering such Real Estate free Property to reflect the new Maturity Date,
(B) evidence that counterparts of the Mortgage Amendment for such Real Property have been duly executed, acknowledged and clear delivered and have been duly filed or recorded in all appropriate filing or recording offices in order to continue or create, as the case may be, a valid first and subsisting Lien on the Real Property described therein in favor of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes the Collateral Agent for the year benefit of Closing the Secured Parties, and municipal that all applicable filing, documentary, stamp, intangible and zoning ordinances recording taxes and recorded utility easements which do fees have been paid,
(C) either (1) an ALTA Form 11 endorsement to the Existing Mortgage Policy for such Real Property insuring that coverage under such Existing Mortgage Policy has not impair been reduced or terminated by virtue of such Mortgage Amendment, including a down date endorsement disclosing no additional liens or title exceptions against such Real Property unless approved by the current useAdministrative Agent, occupancy and an endorsement extending the date of such Existing Mortgage Policy to the date of recordation of such Mortgage Amendment, or value (2) a Mortgage Policy to replace the applicable Existing Mortgage Policy covering such Real Property,
(D) a flood insurance policy in an amount equal to the lesser of the maximum amount secured by the applicable Mortgage or the marketability maximum amount of title flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modificationLoan Documents, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as evidence satisfactory to any Lease;
(v) the Administrative Agent that none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending orsuch land is located in a flood hazard area, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ixE) a local counsel opinion from counsel in the applicable State addressed to the Seller's Knowledge, Secured Parties regarding the owner enforceability of each leased facility has good such Mortgage Amendment and marketable title to such other matters as reasonably requested by the underlying parcel of real property, free Administrative Agent and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesits counsel.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc)
Real Property. (a) Except as otherwise set forth on the Company Balance Sheet or in the Company SEC Reports, Section 2(i) 3.10 of the Company Disclosure Schedule lists identifies the address, general use of, and describes briefly all Owned Real Estate and real property leased to period of ownership or occupancy of each of the Seller (includingCompany's OWNED FACILITIES, without limitation, complete legal descriptions for defined as all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies real property owned in fee as of the Leasesdate hereof by the Company and its subsidiaries, and the Company's LEASED FACILITIES, defined as all of the real property the Company and its subsidiaries use or occupy or have the right to use or occupy, now or in the future, pursuant to any lease, sublease, or other occupancy agreement. No real property is owned, leased or used by the Company or its current subsidiaries in the course of their respective businesses other than the Owned Facilities and Leased Facilities.
(b) With respect to each Owned Facility and except as set forth on the Real EstateCompany Balance Sheet or in the SEC Reports:
(i) the Seller Company or its subsidiary has good and marketable title to all of the Owned Real Estate Facilities free and clear of all liensLiens, chargesexcept (x) Taxes and general and special assessments not in default and payable without penalty and interest, mortgages, security interests, and (y) easements, covenants and other restrictions or imperfections of title that do not materially impair the current use, occupancy, or value, or the marketability of title of such Owned Facilities;
(ii) to the Company's knowledge, there are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to any Owned Facility that would materially and adversely affect the current use, occupancy or value thereof;
(iii) there are no leases, subleases, licenses, concessions or other encumbrances agreements, written or oral, granting to any party or parties the right of use or occupancy of any nature whatsoever except real estate taxes portion of any Owned Facility;
(iv) there are no outstanding options or rights of first refusal to purchase any Owned Facility, or any portion thereof or interest therein;
(v) there are no parties (other than the Company or its subsidiaries) in possession of any Owned Facility, other than tenants under any leases disclosed in Section 3.10 of the Company Disclosure Schedule who are in possession of space to which they are entitled;
(vi) all facilities located on Owned Facilities are now, and will be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than ordinary and routine maintenance and repairs) under applicable Laws, Company Permits or insurance company requirements. All such Owned Facilities have been operated and maintained in all material respects in accordance with applicable Laws and Company Permits. All such Owned Facilities are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the year uses to which such Owned Facility is being put.
(c) With respect to each Leased Facility and except as set forth on the Company Balance Sheet or in the SEC Reports:
(i) the Company has made available to Parent a true, correct, and complete copy of Closing the lease, sublease or other occupancy agreement for such Leased Facility (and municipal all modifications, amendments, and zoning ordinances supplements thereto and recorded utility easements all side letters to which Company or any of its subsidiaries is a party affecting the obligations of any party thereunder) (each such agreement is referred to herein as a "REAL PROPERTY LEASE");
(ii) to the Company's knowledge, the Company or its subsidiary has a good and valid leasehold interest in such Leased Facilities, where the Company or its subsidiaries own fee title to the improvements thereof, free and clear of all Liens, except (x) Taxes and general and special assessments not in default and payable without penalty and interest, and (y) easements, covenants and other restrictions that do not materially impair the current use, occupancy or value value, or the marketability of title of the property and which are disclosed Company's or its subsidiary's interest in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")such real property;
(iiiii) each Real Property Lease constitutes the Leases are andvalid and legally binding obligation of the parties thereto, following the Closing will continue to be, legal, valid, binding, enforceableenforceable in accordance with its terms, and is in full force and effect;
(iiiiv) all rent and other sums and charges payable by the Company or its subsidiary as tenant under the Real Property Lease covering the Leased Facility are current, no termination event or condition or uncured default on the part of the tenant or, to the Company's knowledge, the landlord, exists under any Real Property Lease. No party to such Real Property Lease has given written notice to the Company or its subsidiary or made a claim in writing against the Company or its subsidiary in respect of any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of neither the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Company nor its subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any its leasehold interest in the Leases or its rights thereunder;Leased Facility; and
(viiivi) to the SellerCompany's Knowledgeleased facilities located in Singapore are now, all and will be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than ordinary and routine maintenance and repairs) under applicable Laws, Company Permits or insurance company requirements. All such Singapore leased facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in all material respects in accordance with applicable lawsLaws and Company Permits. All such facilities are supplied with utilities and other services, rulesincluding gas, electricity, water, telephone, sanitary sewer, and regulations; and
(ix) to the Seller's Knowledgestorm sewer, the owner all of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except which services are adequate for the fee interest therein and Permitted Real Estate Encumbrancesuses to which such facilities are being put.
Appears in 2 contracts
Samples: Merger Agreement (Unitrode Corp), Merger Agreement (Texas Instruments Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)) in connection with the operation of the Station. The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixxi) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) To the Seller Knowledge of Seller, Schedule 3.8(a)(i) sets forth a list of the parcels of real property owned by the Company (together with the fixtures and improvements thereon, the "Owned Real Property") and the UPS Owned Facilities (as hereinafter defined). Schedule 3.8
(a) (i) also sets forth a list of the parcels of real property currently leased by the Company (together with all fixtures and improvements thereon, the "Leased Real Property" and collectively with the Owned Real Property and the UPS Owned Facilities, the "Real Property").
(ii) To the Knowledge of Seller, except as set forth on Schedule 3.8(a)(ii) the Company has good and marketable title to all of the Owned Real Estate Property, and an Affiliate of the Company has good and marketable title to the UPS Owned Facilities, in each case free and clear of all liens, charges, mortgagespledges, security interests, easementscharges, claims, leasehold interests, tenancies, restrictions or other and encumbrances of any nature whatsoever except real estate other than (i) liens for taxes for not yet due and payable, (ii) statutory liens of landlords and liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the year ordinary course of Closing business and municipal not yet delinquent, and zoning ordinances (iii) matters of record, zoning, building or other restrictions, variances, covenants, rights of way, encumbrances, easements and recorded utility easements which do not impair other minor irregularities in title, none of which, individually or in the current useaggregate, interfere with the present use of or occupancy or value of any of the Owned Real Property or the marketability of title of UPS Owned Facilities by the property and which are disclosed in Section 2(i) of the Disclosure Schedule Company (collectively, the "Permitted Real Estate EncumbrancesLiens");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;.
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof)To the Knowledge of Seller, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any a valid leasehold interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Leased Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real propertyProperty, free and clear of any Security Interestmortgages, easementpledges, covenantliens, security interests or other restrictionencumbrances of any nature, except for Permitted Liens.
(iv) To the Knowledge of Seller, the improvements on the Real Estate Encumbrances and Property are free from any material structural defects. Except as set forth on Schedule 3.8(a)(iv), to the Knowledge of Seller's leasehold interest in each Lease has priority over , there are no condemnation or appropriation or similar proceedings pending or threatened against any other interest except for of the fee interest therein and Permitted Real Estate EncumbrancesProperty or the improvements thereon.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rollins Truck Leasing Corp), Stock Purchase Agreement (Rollins Truck Leasing Corp)
Real Property. Section 2(i(a) No Seller owns any real property. Schedule 4.13(a) lists as of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
date hereof (i) all written leases, subleases, licenses, rental or occupancy agreements and other agreements (including all amendments) to lease, sublease, license or otherwise occupy or permit occupancy of, and describes all oral leases, subleases, licenses, rental or occupancy agreements pursuant to which any Seller leases, subleases, licenses, or otherwise rents or occupies or has agreed to lease, sublease, license or otherwise occupies or permit occupancy of, any real property, including all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property (each, a “Real Property Lease” and collectively, the Seller has good “Leased Real Property”), (ii) a schedule of Leased Real Property by street address and marketable title to all (iii) the identity of the Owned lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Estate Property.
(b) The applicable Seller is the owner and holder of all interests and leasehold estates purported to be granted by each Real Property Lease, each Real Property Lease is valid, subsisting, in full force and effect, binding upon and enforceable against such Seller and the other parties thereto in accordance with its terms; and the interests and/or leasehold estate created by each Real Property Lease is free and clear of all liensliens or encumbrances except means (i) mechanics’, chargescarriers’, mortgagesworkers’ warehouseman’s, security interestsmaterialman’s, easementsrepairman’s, restrictions landlords’, or other encumbrances liens arising or incurred in the ordinary course of the Business with respect to charges not yet due and payable, (ii) security interests of equipment lessors to evidence title retention; (iii) statutory liens for current taxes or assessments not yet due or payable (collectively, “Permitted Liens”). No Seller has delivered or received written notice of any nature whatsoever except real estate taxes alleged default by any party to a Real Property Lease and no Seller is in breach of or default under any of the Real Property Leases, nor to any Seller’s knowledge is any other party to any Real Property Lease in breach of or default under such Real Property Lease, nor does any condition exist that, with or without notice, lapse of time or the happening or occurrence of any other event, could result in a breach of or constitute a default under any Real Property Lease. No proceeding is pending or, to Seller’s knowledge, threatened for the year taking or condemnation of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy all or value or the marketability of title any portion of the property demised under any Real Property Lease. There is no brokerage commission or finder’s fee due from any Seller and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, unpaid with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect regard to any of the Real Estate; (ii) pending orProperty Leases, or which will become due at any time in the future with regard to any Real Property Lease. Sellers have furnished to Purchaser prior to the Seller's Knowledge, threatened condemnation proceedings execution and delivery of this Agreement true and complete copies of all Real Property Leases. There are no subleases or rights of occupancy with respect to any of the Leased Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Samples: Asset Purchase Agreement (National Quality Care Inc), Asset Purchase Agreement (Xcorporeal, Inc.)
Real Property. Section 2(i(a) Schedule 3.10(a) sets forth a complete and accurate list of all real property owned in fee by Sellers or their respective affiliates and used primarily in the business of the Disclosure Schedule lists and describes briefly all Newspaper (the “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"Property”);
(iib) Schedule 3.10(b) sets forth a complete and accurate list of all leasehold interests used primarily in the Leases business of the Newspaper (the “Leased Real Property”). The Leased Real Property and the Owned Real Property are and, following collectively referred to as the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect“Real Property”;
(iiic) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has Sellers hold good and marketable fee title to the underlying each parcel of real propertyOwned Real Property disclosed on Schedule 3.10(a), free and clear of any Security InterestLiens, easementeasements, covenantrights-of-way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or other restrictiontitle defects, except for Permitted Encumbrances of any nature whatsoever (as defined below). As used herein, the term “Permitted Encumbrances” means (i) liens for taxes not yet due and payable; (ii) liens for taxes which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business or which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet; or (iv) easements, rights-of-way, encroachments, licenses, restrictions, conditions and other similar encumbrances incurred or suffered in the ordinary course of business and which do not materially interfere with the current use of the Owned Real Estate Encumbrances Property or result in, or would not reasonably be expected to result in, a Material Adverse Effect;
(d) Sellers have a valid and Seller's leasehold enforceable interest in each Lease has priority over parcel of Leased Real Property disclosed in Schedule 3.10(b) as being leased by Sellers; and
(e) There is no action or proceeding pending or, to the knowledge of Sellers, threatened in writing, by any other interest except governmental agency or authority for assessment or collection of past-due taxes, impact fees or special assessments affecting any part of any Owned Real Property, and no condemnation or eminent domain proceeding is pending or, to the fee interest therein and Permitted knowledge of Sellers, threatened in writing, against any part of any Owned Real Estate EncumbrancesProperty.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Champion Industries Inc)
Real Property. Section 2(i(a) Set forth on SCHEDULE 4.28 is a list of the Disclosure Schedule lists and describes briefly all Owned Real Estate and addresses of each parcel of real property owned by or leased to Borrower, as indicated on the Seller Schedule.
(including, without limitation, complete legal descriptions for all of the Real Estate). The Seller b) Borrower has delivered to the Buyers Lender true and correct and complete copies of all of its leases or subleases and all related amendments, supplements and modifications and related documents (the Leases. With respect "Scheduled Lease Documents"), which require payments or contingent payments by Borrower subsequent to the Real Estate:date hereof in excess of Twenty-Five Thousand Dollars ($25,000). There are no other agreements, written or oral, between Borrower and any third parties claiming an interest in Borrower's interest in the Scheduled Leases or otherwise relating to Borrower's use and occupancy of any leased real property. All such leases are valid and binding obligations of the parties thereto, are in full force and effect and enforceable against the parties thereto in accordance with their terms; and no event has occurred including, but not limited to, the executed, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which (whether with or without notice, lapse of time or both) would constitute a default thereunder. No property leased under any lease which the Lender has agreed to assume is subject to any lien, encumbrance, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation as might in any respect interfere with or impair the present and continued use thereof in the usual and normal conduct of Borrower's business.
(ic) On the Seller has good Loan Date, Borrower will hold of record good, marketable and marketable insurable title to all of the Owned Real Estate property described in SCHEDULE 4.28 free and clear of all title defects, liens, pledges, claims, charges, mortgagesrights of first refusal, security interests, easements, restrictions interests or other encumbrances and not, in the case of the real property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever whatsoever, except real estate with respect to all such properties, (i) matters set forth in SCHEDULE 4.28, and (ii) liens for current taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do assessments not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule default (collectively, the "Permitted Real Estate Encumbrances");
(ii) . Notwithstanding the Leases are andforegoing, following the Closing will continue to be, legal, valid, binding, enforceable, Borrower's representations and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments warranties regarding title defects with respect to the real property is limited to defects arising by, through or under Borrower, but not otherwise. Borrower has adequate title insurance coverage for such properties. All real property and structures owned or leased by Borrower, and all equipment owned or leased by Borrower, are in good operating condition and repair (ordinary wear and tear excepted), taking into account their respective ages and consistent with their past uses, and are adequate for the uses to which they are being put. Except as set forth on SCHEDULE 4.28, to Borrower's best knowledge, the buildings and improvements owned or leased by Borrower are structurally sound. Borrower has not received any notice of any violation of any building, zoning or other law, ordinance or regulation in respect of such property or structures or their use by Borrower. To Borrower's best knowledge, there is no existing, proposed or contemplated plan to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Real Estate; real property or that would materially adversely affect the current or planned use of the real property or any part thereof. The facilities consisting of owned personal property are subject to no liens or encumbrances except the security interests of record set forth on SCHEDULE 4.28, which Schedule is a copy of a Uniform Commercial Code (ii"UCC") pending orsearch duly obtained by Borrower in the last thirty (30) days and which search shows security interests of record relating to such facilities in the State of California. Borrower agrees to remove all security interests reflected on such UCC search, if any, prior to the Seller's Knowledge, threatened condemnation proceedings Agreement Date (except those approved by the Lender in writing) and to remove any other security interests filed with respect to any such facilities between the date of such UCC search and the date of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesAgreement Date.
Appears in 2 contracts
Samples: Convertible Loan Agreement (Caminosoft Corp), Convertible Loan Agreement (Caminosoft Corp)
Real Property. Section 2(i(i) Schedule 2.24(h)(i) sets forth an accurate and complete list and a brief description of all real property owned by the Company (the "Owned Real Property") indicating whether MP Owosso or MP Ohio is the sole owner thereof, and such Owned Real Property, including the buildings and improvements thereon, is in good repair and operating condition, ordinary wear and tear excepted. The Company has free and complete access to and over public streets for ingress and egress to and from the Owned Real Property. Except for the Mortgage (as defined on Schedule 2.12(a), which Mortgage will be released on or prior to the Closing, the Company has, and on the Closing Date the Company will have good, marketable, insurable and indefeasible fee simple title to the Owned Real Property, free and clear of all Liens, conditions, exceptions or reservations, except easements for utilities and for conditions, exceptions and reservations which do not adversely affect the Company's operations. There are no adverse rights of third parties or other parties in possession of all or any part of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased Property. Except for the option granted in Section 9.18 of this Agreement, no party has been granted any license, lease, option to purchase or other right relating to the use or possession of all or part of the Owned Real Property. The Company and Seller (includinghave not received notice of, and have no other Knowledge of information of, any pending or contemplated change in any regulation or prior restriction applicable to the Owned Real Property, of any pending or threatened judicial or administrative action, of any action pending or threatened by adjacent landowners or other persons, or any pending or contemplated condemnation or together governmental action, any of which could result any material change in the condition of all or a part of the Owned Real Property. All utilities that are required for the full and complete use of and operation of the Owned Real Property, including without limitation, complete legal descriptions electricity, natural gas, sanitary sewers, storm sewers and drainage, water, telephones and similar systems, are at the Owned Real Property and in operating condition and in a state of maintenance and repair appropriate for the use there of in the ordinary and usual course of business by the Company, all easements or license encumbering the Owned Real Property which will be required in connection with such utilities have been granted. The use made of the Owned Real Estate)Property and the Leased Real Property by the Company in the ordinary course of business (the "Use") is a use allowed by right, without the requirement of a variance under applicable zoning, building and fire laws and ordinances, and any other agreements affecting such properties, including without limitation any restrictive covenants (other than that restrictive covenant referred to in Section 9.17 of this Agreement, and all consents, licenses, permits, approval and certificates required for the Use have been issued to and paid for by the Company and are in full force and effect. The Seller has delivered There are no improvements that encroach on to the Buyers correct Owned Real Property or that protrude from the Owned Real Property on to adjacent property.
(ii) Schedule 2.24(h)(ii) sets forth an accurate and complete list and a brief description of all real property currently leased by the Company (the "Leased Real Property") and the Company has made available to Buyer accurate and complete copies of the Leasesleases and subleases for all such Leased Real Property, all of which are listed on Schedule 2.24(h)(ii). With respect to the Real Estateeach such lease and sublease:
(iA) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, it is a legal, valid, bindingbinding and enforceable obligation of the Company and, enforceableto the Knowledge of the Company and Seller, the other party thereto, and is in full force and effect, and will continue in full force and effect on identical terms immediately following the Closing;
(iiiB) the Company has not violated in any material respects the terms thereof and is not in default thereunder;
(C) to the Knowledge of the Company and Seller, no other party thereto is in default under any such lease or sublease;
(D) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute thereof in a breach or default thereunder or permit termination, modification, or acceleration thereunder;writing delivered to the Company; and
(ivE) there are no material disputes, oral agreements, or forbearance programs in effect as to any Lease;with respect thereto.
(viii) none Except as set forth in Schedule 2.24(h)(iii), the Company has not received any notice of (A) any requirements by any insurance company that has issued a policy covering any part of the Company's Owned Real Property and/or Leased Real Property by any board of fire underwriters or other body exercising similar functions, requiring any material repairs or work to be done on any part of any of such Owned Real Property and/or Leased Real Property, or (B) any defects or inadequacies in, on or about any part of the Company's Owned Real Property and/or Leased Real Property that would, if not corrected, result in the termination of insurance coverage or a material increase in the cost thereof, and which, in either case, remains outstanding, except for any requirement, defect or inadequacy, the existence of which is not reasonably likely to have a Material Adverse Effect on the Company. To the Knowledge of the Company and Seller, all public utilities, including water, electric sewage or subsurface disposal systems, required for the normal operation of the business of the Company as currently conducted, connect into the Company's Owned Real Property and/or Leased Real Property through adjoining public highways or, if they pass through adjoining private land, do so in all material respects in accordance with valid permits and licenses, all installation and connection charges due and payable with respect thereto have been paid in full or provided for and all such utilities are sufficient in all material respects for the operation of the Company's business as currently conducted and for the use and enjoyment of the Owned Real Estate Property and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;Leased Real Property.
(viiv) except for Permitted Real Estate Encumbrances, there There are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Knowledge of the Company and Seller's Knowledge, threatened condemnation condemnation, compulsory acquisition, expropriation, or similar proceedings with respect that would affect all or any portion of the Company's Owned Real Property or Leased Real Property, except for any such condemnation, acquisition, expropriation or other proceeding which is not reasonably likely to have a Material Adverse Effect on the Company, or the use, operation and enjoyment of the Owned Real Property and the Leased Real Property. As of the Closing Date, no material assessments for public improvements will have been made against any of the Company's Owned Real Estate; (iii) structural Property or mechanical defects Leased Real Property which will not have been paid in full, except for any such assessments the validity of which are contested in good faith by means of appropriate proceedings. To the Knowledge of the Company and Seller, all utilities necessary or desirable for the full and complete occupancy and Use of the Owned Real Property and the Leased Real Property have been connected and are in good operating order, and all charges therefore, including "tie in" charges have been fully paid. To the Knowledge of the Company and Seller, no ordinance authorizing the improvements, the cost of which would be assessed against any of the buildings Company's Owned Real Property or improvements located on the Leased Real Estate; (iv) any Property is pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionproposed, except for Permitted Real Estate Encumbrances and Seller's leasehold interest any such ordinance the existence of which would not result in each Lease has priority over any other interest except for a Material Adverse Effect on the fee interest therein and Permitted Real Estate EncumbrancesCompany.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hathaway Corp), Stock Purchase Agreement (Owosso Corp)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed change in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Schedule 2.17 identifies by street address all real estate leased, subleased or otherwise occupied pursuant to an agreement (the "Leases") by the Company or any of the Disclosure Schedule lists Transferred Subsidiaries (the "Leased Premises") or owned by the Company or any of the Transferred Subsidiaries ("Owned Property", and describes briefly all Owned collectively with the Leased Premises, the "Real Estate and real property Property"). The Leased Premises are leased to the Seller (includingCompany or a Transferred Subsidiary pursuant to written leases, without limitation, complete legal descriptions for all copies of the Real Estate). The Seller has delivered which have been made available to Investor prior to the Buyers correct and complete copies of the Leasesdate hereof. With respect to the Real Estate:
each Lease: (i) the Seller Company or the applicable Transferred Subsidiary has a good and marketable title valid leasehold interest in and to all of the Owned Real Estate free and clear of all liensLeased Premises, chargessubject to no Encumbrances, mortgages, security interests, easements, restrictions except for Permitted Encumbrances or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are as disclosed in Section 2(i) of the Disclosure on Schedule (collectively, the "Permitted Real Estate Encumbrances");
2.17; (ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and each Lease is in full force and effect;
(iii) no party effect and is enforceable in accordance with its terms, subject to any Lease is in breach applicable bankruptcy, insolvency, reorganization, moratorium or default (other laws relating to or has repudiated any provision thereof), affecting the rights and no event has occurred which, with notice or lapse remedies of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate creditors generally and to the Seller's Knowledgegeneral principles of equity, and, except for Permitted Encumbrances or as disclosed on Schedule 2.17, none of the properties subject to the Leases is subject to Company or any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Transferred Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases such Lease; and (iii) there exists no declared default or its rights thereunder;
(viii) to the Seller's Knowledgeknowledge of the Company or MEI any condition which, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledgegiving of notice, the owner passage of each leased facility time or both, could become a default under any Lease. There are no outstanding options or rights of first refusal to purchase the Owned Property or any portion thereof or interest therein except for Permitted Encumbrances. The Company or a Transferred Subsidiary has good and marketable insurable title in and to the underlying parcel of real propertyOwned Property, free and clear of any Security InterestEncumbrances other than Permitted Encumbrances.
(b) The Real Property constitutes all of the real property owned, leased, or otherwise utilized in connection with the Business. Other than the Company and the Transferred Subsidiaries, there are no parties in possession or parties having any current or future right to occupy any of the Real Property, except (x) tenants under any leases disclosed on Schedule 2.17 who are in possession of space to which they lease or (y) under or pursuant to Permitted Encumbrances. There exists no violation of any material covenant, condition, restriction, easement, covenantagreement or order affecting any portion of the Real Property. All improvements located on the Real Property have direct access to a public road adjoining such Real Property, either directly or through a valid easement or other valid rights. Except as set forth on Schedule 2.17, no such improvements or access ways encroach on land not included in the Real Property except pursuant to a valid easement or other valid right and no such improvement is dependent for its access, current operation or utility in the Business on any land, building or other improvement not included in the Real Property except pursuant to valid easement or other valid right. All facilities located on the Real Property are supplied with adequate utilities and other services necessary for the operation of such facilities as currently operated. There is no pending or, to the knowledge of MEI and the Company, any threatened condemnation proceeding, or other restriction, except for Permitted material lawsuit or administrative action affecting any portion of the Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Samples: Recapitalization Agreement (Micron Electronics Inc), Recapitalization Agreement (McMS Inc)
Real Property. Section 2(i(a) Except as set forth on Schedule 3.22, each Company will have on the Closing Date good and valid (and in the case of the Disclosure Schedule lists and describes briefly all Owned owned Real Estate and real property leased to the Seller (includingProperty, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable fee simple, or comparable right) title to to, or a valid leasehold interest in, all of the Owned Real Estate Property owned by it, and all such Real Property (including leasehold interests) will be free and clear of all liensLiens except for Permitted Liens.
(b) With respect to owned Real Property of each Company, chargesSeller shall deliver or make available to Parent or LuxCo on the Closing Date true, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing complete and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title correct copies of the property deeds and other comparable instruments (as duly recorded in the appropriate cadastral offices and land registries) by which are disclosed such Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in Section 2(ithe possession of Seller and each Company, relating to such Real Property.
(c) Except as set forth on Schedule 3.22, with respect to any Lease, as of the Disclosure Schedule Closing Date: (collectively, the "Permitted Real Estate Encumbrances");
(iii) the Leases are and, following the Closing it will continue to be, legal, be valid, binding, enforceable, binding and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending orall rents and additional rents and other sums, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estateexpenses and charges then due thereunder will have been paid; (iii) structural or mechanical defects the lessee will be in any peaceable possession of the buildings or improvements located on the Real EstateProperty leased under such Lease; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder will have been granted by the lessor; (v) there will then exist no default or event of default thereunder by any pending or, Company or to the Seller's Knowledgebest knowledge of Seller by any other party thereto; (vi) there will then exist no occurrence, threatened changed condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by any Company thereunder; and (vii) there will then be no outstanding claims of breach or indemnification or notice of default or termination thereunder. Except as set forth on Schedule 3.22, each Company will be on the Closing Date in any zoning laws or ordinances which may materially adversely affect any physical possession and actual and exclusive occupation of the whole of the Real Estate Property leased by it, none of which is subleased or Seller's use thereof;assigned to another Person.
(viid) Each of the Seller has not assignedCompanies will, transferredas of the Closing Date, conveyedown or otherwise hold an appropriate title (i.e. a title allowing, mortgaged, deeded in trust, or encumbered any interest in under the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's KnowledgeRomanian law, the owner development, construction and operation of each leased facility has good photovoltaic plants) over all the lands required to develop and marketable title to operate the underlying parcel relevant Plants and all such lands shall have the category of real propertyconstruction land (cxxxx constructii) as of December 31, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances2013.
Appears in 2 contracts
Samples: Purchase Agreement (Prime Acquisition Corp), Purchase Agreement (Prime Acquisition Corp)
Real Property. (a) Section 2(i) 3.09 of the Disclosure Schedule Letter lists and describes briefly all Owned Real Estate and real property leased to by the Seller Company (including, without limitation, complete legal descriptions for all of the “Owned Real EstateProperty”) or leased by the Company (the “Leased Real Property”). The Seller has delivered Company does not own any real property. Except as set forth in Section 3.09 of the Disclosure Letter, to the Buyers correct and complete copies knowledge of the Leases. With respect to Company, the Company has valid leasehold interests in the Leased Real Estate:
(i) the Seller has good and marketable title to all Property listed in Section 3.09 of the Owned Real Estate Disclosure Letter, in each case, free and clear of all liensLiens, chargesexcept as set forth in Section 3.09 of the Disclosure Letter and except for (i) Liens reflected in the schedules to this Agreement, mortgages(ii) Liens for Taxes and other governmental charges and assessments which are not yet due and payable or which are being contested in good faith by appropriate proceedings, security interests(iii) Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business, (iv) easements, restrictions or other encumbrances rights of any nature whatsoever except real estate taxes for the year of Closing way, title imperfections and municipal and restrictions, zoning ordinances and recorded utility easements other similar encumbrances affecting the real property, (v) statutory Liens in favor of lessors arising in connection with any property leased to the Company, (vi) Liens reflected in the Financial Statements, and (vii) any other Liens which do not impair materially interfere with the current use of properties affected thereby (collectively, “Permitted Liens”).
(b) To the knowledge of the Company, there exist no pending or threatened condemnation proceedings of or relating to the Leased Real Property or any part thereof. There exist no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or any rights or interests therein. Other than the Company, there are no parties in possession having any rights to use, occupancy occupy or value or the marketability of title possess any of the property and Owned Real Property or any portion thereof or, to the knowledge of the Company, any Leased Real Property or any portion thereof. Neither the Company is obligated to purchase any real property.
(c) Each lease (including any option to purchase contained therein) pursuant to which are disclosed the Company leases any Leased Real Property listed in Section 2(i) 3.09 of the Disclosure Schedule Letter (collectively, the "Permitted Real Estate Encumbrances");
(ii“Leases”) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and is in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual orand, to the Seller's Knowledge, proposed special assessments with respect to any knowledge of the Real Estate; (ii) pending orCompany, to is enforceable against the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances landlord which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained is party thereto in accordance with applicable lawsits terms, rules, and regulations; and
(ix) except to the Seller's Knowledge, extent that any failure to be so enforceable could not reasonably be expected to have a Material Adverse Effect. There exists no default or event of default on the owner part of each leased facility the Company under any Leases. The Company has good furnished or made available to Parent complete and marketable title to the underlying parcel correct copies of real property, free and clear all Leases including all amendments thereto. The Company has not received any written notice of any Security Interest, easement, covenant, or other restriction, except for Permitted default under any lease by which the Company leases the Leased Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over Property nor any other interest except for the fee interest therein and Permitted Real Estate Encumbranceswritten termination notice with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Progen Pharmaceuticals LTD), Merger Agreement (Progen Pharmaceuticals LTD)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller Sellers has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate, except as set forth in Section 2(i) of the Disclosure Schedule:
(i) i. the Seller Sellers has good and marketable title to all of the Owned Real Estate which, at Closing, with the exception of the Stations' studios and the KLXX (AM) transmitter site to be retained by Seller, will be delivered to Buyers free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are is disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . to Seller's Knowledge, the Leases are is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . to Seller's Knowledge, no party to any Lease is in Material breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a Material breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . to Seller's Knowledge, there are is no disputes, Material disputes or oral agreements, or any forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, to Seller's Knowledge, there are is no (i) actual or, to the Seller's Knowledge, or proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, or threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real EstateEstate that would prevent their continued use in the manner in which they is presently used; or (iv) any pending or, to the Seller's Knowledge, or threatened changed change in any zoning laws or ordinances which may materially Materially adversely affect any of the Real Estate or Seller's use thereof;; and
(vii) . the Seller Sellers has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Knowledge, all facilities on the Real Estate have has received all Material approvals of governmental authorities (including Material licenses, permits and zoning approvals) required in connection with the operation thereof and have has been operated and maintained in Material accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate)) and used in the operation of the Station. The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) i. the Leases are and, following immediately after the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) ii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) iii. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and iv. to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) v. except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Sellers' Knowledge, threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) vi. the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;; and
(viii) vii. to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i2(h) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has will have as of Closing good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i2(h) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the all buildings or and improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed Estate are being sold in any zoning laws "as is" condition without warranty of their condition or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofhabitability;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;; and
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Section 2(i4.9(a) of the Disclosure Schedule lists Letter sets forth the owner, address and describes briefly all description of each real property owned by a Banner Company or for which it holds in The Netherlands a right of superficies (opstalrecht) (the “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all Property”). Except as set forth on Section 4.9(a) of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With Disclosure Letter, with respect to the each Owned Real EstateProperty:
(i) the Seller has Banner Companies have good and marketable title to all of the Owned Real Estate fee simple title, free and clear of all liensEncumbrances, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes only for the year Permitted Encumbrances, and Seller has made available to Buyer true, correct and complete copies of Closing each deed for each parcel of Owned Real Property and municipal all title insurance policies and zoning ordinances and recorded utility easements which do not impair surveys issued to or prepared at the current use, occupancy or value or request of a Banner Company that relate to the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Owned Real Estate Encumbrances")Property;
(ii) no Banner Company has leased or otherwise granted to any Person the Leases right to use or occupy such Owned Real Property or any portion thereof;
(iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein;
(iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Owned Real Property are in working condition, sufficient for the current operation of the Owned Real Property and, following to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Closing will continue Owned Real Property or any portion thereof, by eminent domain;
(v) there are no outstanding material violations of any covenant, condition or restriction affecting such Owned Real Property; and
(vi) there exists no default under any mortgage, nor any event which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default thereunder by any party thereto. Seller has delivered or made available to beBuyer a true and complete copy of all mortgage loan agreements and any modifications or amendments of such mortgage loan agreements and documents relating to such mortgage loan agreements, affecting each Owned Real Property.
(b) Section 4.9(b) of the Disclosure Letter sets forth (i) the address of each real property currently leased or subleased to or by a Banner Company, as lessee or sublessee (the “Leased Real Property”), and (ii) a true and complete list of all leases and subleases, and all modifications and amendments of and agreements relating to such leases and subleases (such leases and subleases, as modified and amended, collectively, the “Leases” or individually a “Lease”) for each such Leased Real Property. Seller has delivered or made available to Buyer a true and complete copy of each such Lease. Except as set forth in Section 4.9(b) of the Disclosure Letter, with respect to each of the Leases:
(i) such Lease is legal, valid, binding, enforceable, enforceable and in full force and effect;
(ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;
(iii) none of the Banner Companies has assigned any of its Leases or any interest in such Leases or sublet any portion of the premises leased to them under such Leases;
(iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Leased Real Property are in working condition, sufficient for the current operation of the Leased Real Property and, to Seller’s Knowledge, there are no party proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Leased Real Property or any Lease is in breach portion thereof, by eminent domain; and
(v) to Seller’s Knowledge, there exists no monetary or material non-monetary default (or has repudiated under any provision thereof)Lease, and no nor any event has occurred which, with notice or lapse of timetime or both, would constitute a breach monetary or material non-monetary default thereunder or permit termination, modification, or acceleration thereunder;by any party thereto.
(ivc) there To Seller’s Knowledge, all of the land, buildings and structures used by the Banner Companies in the conduct of the Business are no disputes, oral agreements, included in the Owned Real Property or forbearance programs in effect as to any Lease;
(v) none Leased Real Property and the Owned Real Property and use of the Owned Real Estate Property and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Leased Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments Property conforms with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLegal Requirements.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Patheon Inc)
Real Property. (i) Seller does not own and has never owned any real property.
(ii) Seller does not lease or sublease, and has never leased or subleased, any real property.
(iii) Section 2(i3(k)(iii) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the used or occupied by Seller (including, without limitation, complete legal descriptions for all of the "Seller Real EstateProperty"). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to each parcel of Seller Real Property which is leased or subleased by Parent up to and including the date on which the Acquired Assets are moved out of the Seller Real EstateProperty by the Seller:
(iA) the Seller has good lease or sublease is in writing and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, is legal, valid, binding, enforceable, enforceable and in full force and effect;
(iiiB) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, agreements or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none of Parent has the Owned right to sublease the Seller Real Estate and Property to Buyer without creating a breach of, default under, or right to accelerate, terminate, modify or cancel, or any notice or consent obligation under, the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalsublease;
(viG) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of each sublease, the Real Estate; representations and warranties set forth in subsections (iiA) pending or, to the Seller's Knowledge, threatened condemnation proceedings through (E) above are true and correct with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease;
(viiH) the Neither Seller nor Parent has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in the Leases or its rights thereunderSeller Real Property;
(viiiI) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, rules and regulations; and;
(ixJ) all facilities leased or subleased thereunder are supplied with utilities, an uninterruptible power source and other services necessary for the operation of said facilities;
(K) to the Knowledge of Seller's Knowledge, the owner of each leased facility has good and marketable title there are no environmental problems or conditions on or relating to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Seller Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.Property; and
Appears in 2 contracts
Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)
Real Property. Section 2(i(1) Schedule 8.4(Q)(1) sets forth the city, physical address, approximate acreage and public deed information for each parcel of Owned Real Property.
(2) With respect to each Owned Real Property: (a) the Company has good and marketable fee simple title to such Owned Real Property, which shall be free and clear of all Encumbrances as of the Closing, except Permitted Encumbrances, (b) except as set forth in Schedule 8.4(Q)(2), there are no written leases, concessions or other Contracts granting to any Person the right to use or occupy such Owned Real Property or any portion thereof; (c) except for the right of Buyer pursuant to this Agreement, there are no outstanding purchase and sale contracts, options, rights of first offer, rights of first refusal to purchase, or rights of repurchase or forfeiture of or with respect to such Owned Real Property or any portion thereof or interest therein, and (d) the buildings, plants, structures located at the Company Plant are structurally sound, are in good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are being put, and none of such buildings, plants, or structures is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
(3) Schedule 8.4(Q)(3) sets forth a complete list of all leases (each a “Material Real Property Lease”) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased (such real property, the “Leased Real Property”) pursuant to which the Seller Company is a tenant.
(including4) Each Material Real Property Lease is valid and binding on the Company, without limitationenforceable in accordance with its terms (subject to proper authorization and execution of such Material Real Property Lease by the other party thereto and subject to applicable bankruptcy, complete legal descriptions for all insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of the Real Estatecreditors’ rights and subject to general principles of equity). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller Company has good and marketable title to all its leasehold interests in the Leased Real Property free of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or Encumbrances (other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "than Permitted Real Estate Encumbrances");.
(ii5) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) There is no party to existing default under any Material Real Property Lease is in breach beyond any applicable notice or default (or has repudiated any provision thereof), cure period and no event has occurred which, with notice or lapse of timetime or both, would constitute a breach default by the Company or, to the Knowledge of the Company, by any landlord or default thereunder lessor, or permit termination, modification, modification or acceleration thereunder;
by the landlord of the terms of any Material Real Property Lease. There are (iva) there are no disputessubleases, oral agreements, concessions or forbearance programs in effect as other contracts granting to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (Person other than Leases)the Company the right to use or occupy any Leased Real Property, option to purchase (b) no outstanding options, rights of first offer, or rights of first refusal;
refusal to purchase, or rights of repurchase or forfeiture of, all or a portion of such Leased Real Properties and (vic) except for Permitted Real Estate Encumbrances, there are no (i) actual or, consents to the Seller's Knowledge, proposed special assessments with respect transactions covered by this Agreement required to be obtained from any landlord of any of the Leased Real Estate; Property.
(ii6) pending orTo the Knowledge of the Company, there: (a) have been, for the shorter of the period from the date of possession by the Company or 5 years prior to the Seller's KnowledgeClosing Date, threatened no Proceedings, including condemnation proceedings with respect Proceedings, related to any of the Material Real Estate; Property Lease (iii) structural or mechanical defects in including Proceedings brought by any of the buildings or improvements located on the Real Estate; (iv) any pending or, adjacent property owners relating to the Seller's Knowledgeuse or operation by the Company of any Material Real Property Lease), (b) are no pending Proceedings or any Proceedings threatened changed in writing, including condemnation Proceedings, related to a Material Real Property Lease (including Proceedings brought by any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) adjacent property owners relating to the Seller's Knowledge, all facilities on use or operation by the Real Estate have received all approvals Company of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rulesany real property), and regulations; and
(ixc) to are no other matters materially and adversely affecting the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear current use or occupancy of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for real property by the fee interest therein and Permitted Real Estate EncumbrancesCompany.
Appears in 2 contracts
Samples: Share Sale Agreement, Share Sale Agreement (Newmarket Corp)
Real Property. Section 2(i(a) Schedule 2.7 is a true and complete list of the Disclosure Schedule lists and describes briefly (i) all Owned Real Estate and real property leased to owned by the Seller (Corporation or any Subsidiary, including, without limitation, complete legal descriptions for all buildings, structures and improvements thereon and all appurtenances thereto and the rights and privileges of the Corporation in all rights of way, licenses or easements, (ii) all real property leases to which the Corporation or any Subsidiary is a party, and (iii) all options, deeds of trust, deeds of declaration, mortgages and land contracts pursuant to or in which the Corporation or any Subsidiary has any interest (collectively, the "Real EstateProperty"). The Seller has delivered Sellers have furnished to the Buyers correct Purchaser or its counsel true and complete copies of each written contract and a written description of each oral contract relating to the Leases. With list set forth on Schedule 2.7.
(b) Except as set forth on Schedule 2.7, with respect to the Real EstateProperty:
(i) The Real Property is occupied under valid and current certificates of occupancy or the Seller has good like, and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances transactions contemplated by this Agreement will not require the issuance of any nature whatsoever except real estate taxes for the year new or amended certificates of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and like; there are no facts known to Sellers which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, would prevent each location from being occupied after the "Permitted Closing Date" (as hereinafter defined) in substantially the same manner as before;
(ii) The Real Estate EncumbrancesProperty does not violate, and all improvements are constructed in compliance with, any applicable federal, state or local statutes, laws, ordinances, regulations, rules, codes, orders or requirements, including, without limitation, any building, zoning, fire or environmental laws or codes (the "Laws and Ordinances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party The Corporation has obtained all appropriate licenses, permits, building permits and occupancy permits that are required with respect to any Lease is in breach or default (or has repudiated any provision thereof), the Real Property by the Laws and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunderOrdinances;
(iv) there There are no disputes, oral agreements, outstanding variances or forbearance programs in effect as to any Leasespecial use permits affecting the Real Property or its uses;
(v) none No notice of a violation of any Laws and Ordinances, or of any covenant, condition, easement or restriction affecting the Owned Real Estate and Property or relating to the Seller's Knowledgeits use or occupancy has been given, none nor are Sellers aware of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalsuch violation;
(vi) except for Permitted The Real Estate EncumbrancesProperty has and will have as of the Closing Date adequate water supply, there storm and sanitary sewage facilities, telephone, gas, electricity, fire protection, means of ingress and egress to and from public highways and, without limitation, other required public utilities. All utility lines and facilities presently serving the Real Property are no (i) actual serviced and maintained by the appropriate public or quasi-public entity. All utilities enter the Real Property through adjoining public streets or, if they pass through adjoining private land, they do so in accordance with valid public easements. Sellers have no knowledge of any increase in the applicable rate for any utility service being furnished to the Seller's Knowledge, proposed special assessments Real Property from the rate in effect with respect to any of the Real Estate; (ii) pending or, to most recent bill xxxt the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofCorporation has received for such service;
(vii) Sellers have no knowledge of improvements made or contemplated to be made by any public or private authority, the Seller has not assignedcosts of which are to be assessed as special taxes or charges against the Real Property, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunderand there are no present assessments;
(viii) All improvements constituting the Real Property are without structural defects, were constructed in conformity with all plans and specifications;
(ix) The Real Property either (a) is freely accessible directly from all public streets on which it abuts, or (b) uses adjoining private land to access the same in accordance with valid public easements. Sellers have no knowledge of any condition which would result in the termination of such access;
(x) The Corporation does not have a boundary or water drainage dispute with the owners of any premises adjacent to the Seller's KnowledgeReal Property and has no knowledge of any such dispute involving former owners of the Real Property;
(xi) None of Sellers or the Corporation has notice of outstanding requirements or recommendations by the insurance companies who issued the insurance policies insuring the Real Property, all facilities or by any board of fire underwriters or other body exercising similar functions requiring or recommending any repairs or work to be done on the Real Estate have received all approvals of governmental authorities Property;
(including xii) there are no leases, subleases, licenses, permits concessions, or other agreements, written or oral, granting to any person the right of use or occupancy of any portion of the Real Property;
(xiii) there are no encroachments upon such property by buildings or other structures or improvements belonging to owners of adjacent or adjoining properties and zoning approvalsthe Real Property is not subject to claims by adjoining owners;
(xiv) required in connection with all improvements on the operation thereof Real Property are wholly situated within boundaries of the Real Property and have do not encroach onto any adjacent or adjoining lands;
(xv) the Real Property has not been operated and maintained in accordance with applicable lawscondemned, rulesexpropriated, and regulationsdedicated or otherwise taken by public authority and, to Sellers' knowledge, no such condemnation, expropriation, dedication or taking is threatened; and
(ixxvi) to the Seller's Knowledge, current and intended use of the owner Real Property does not violate in any material respect any law or any instrument of each leased facility has good and marketable title to the underlying parcel of real property, free and clear record or agreement affecting such Real Property. There is no violation of any Security Interestcovenant, condition, restriction, easement, covenantlicense, or other restriction, except for Permitted agreement affecting the Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority Property or order of any governmental authority having jurisdiction over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty that materially affects the Real Property or the use or occupancy thereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Waterlink Inc), Stock Purchase Agreement (Waterlink Inc)
