Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property. (b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach). (c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property. (d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Nokia Corp)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter 3.11.1 Schedule 3.11 sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, owned by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business Company (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good ) and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to describes each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests leasehold interest in real property leased, subleasedsubleased by, licensed or otherwise occupied with respect to which a right to use or occupy has been granted to or by the Seller Entities or any of Company (such leased Real Property together with the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure LetterOwned Real Property, the “Leased Real Property”), with and specifies the leases relating to lessor or lessors of such Leased Real Property being collectively referred to herein as leased property, and identifies each lease or any other Contractual Obligation under which such property is leased (the “Real Property Leases”) leased to the Seller Entities ). Except as described on Schedule 3.11 there are no written or any of the Transferred Subsidiaries pursuant to a leaseoral subleases, subleaselicenses, license concessions, occupancy agreements or other similar agreement under which Contractual Obligations granting to any other Person the Seller Entities right of use or any occupancy of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to there is no Person (other than the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1Company and any lessor(s) each of leased Real Property Lease is Property) in full force and effect, valid and binding, and enforceable against one possession of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased leased Real Property.
(d) 3.11.2 The Company is not obligated to pay any leasing or brokerage commission as a result of the Contemplated Transactions. There are is no pending or, to the Knowledge of SellerCompany’s Knowledge, threatened eminent domain taking affecting any of the Real Property. The Company has delivered to the Investors true, correct and complete copies of the Real Property Leases including all amendments, modifications, notices or memoranda of lease thereto and all estoppel certificates or subordinations, non-disturbance and attornment agreements related thereto.
3.11.3 None of the Facilities currently existing on the Real Property encroaches upon, and any Facilities under construction on the Real Property will not encroach upon, the real property of any other Person. No facility of any other Person encroaches upon the Real Property. Each Facility is supplied with utilities and other services (including gas, electricity, water, drainage, sanitary sewer, storm sewer, fire protection and telephone) necessary for the operation of such Facility as the same is currently operated or currently proposed to be operated. 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 benefiting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Business.
3.11.4 The Real Property and its current use, occupancy and operation by the Company and the Facilities located thereon do not (a) constitute a nonconforming use under any applicable building, zoning, subdivision or other land use or similar Legal Requirements or (b) otherwise violate or conflict with any covenants, conditions, restrictions or other Contractual Obligations, including the requirements of any applicable Encumbrances thereto. The Company (a) is not in violation of any material Legal Requirement relating to Real Property, including setback requirements, zoning restrictions and ordinances, building, life, access, safety, health and fire codes and ordinances affecting the Real Property, or (b) has not received notice of any eminent domain, condemnation or similar proceedings against proceeding pending or, to the Company’s Knowledge, threatened, or otherwise any Government Order relating to any of the Owned Real Property or Leased Real Propertythereto.
Appears in 2 contracts
Samples: Stock Purchase Agreement (AGA Medical Holdings, Inc.), Stock Purchase Agreement (AGA Medical Holdings, Inc.)
Real Property. (a) Section 3.10(a4.10(a) of the Seller Ardagh Disclosure Letter sets forth a true and complete list Schedule lists each parcel of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and Owned Real Property (other than warehouses that are primarily used in not material to the Devices & Services Business (collectively, whether or not listed AMP Business). The applicable AMP Entities set forth on Section 3.10(a4.10(a) of the Seller Ardagh Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable Schedule have valid title in fee simple (or equivalent title under to the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and except for Permitted EncumbrancesEncumbrances that secure the Ardagh Existing Indebtedness that will be discharged by Ardagh at or prior to the Closing. Seller Prior to the date of this Agreement, Ardagh has delivered or made available to Buyer true GHV true, correct and complete copies of each deed (or applicable non-U.S. equivalent evidence of title) for the Owned Real Property and all vesting deeds, material title reports insurance policies and surveys relating to Owned Real Property to the extent in Ardagh’s or similar documents in any of its Subsidiaries’ possession or control evidencing ownership by control. Neither Ardagh nor any of its Subsidiaries (including any AMP Entity) has leased, licensed or otherwise granted to any Person the Seller Entities right to use or one occupy such Owned Real Property or any material portion thereof, and there are no outstanding options, rights of the Transferred Subsidiaries first offer, rights of first refusal or other rights in favor of any Person (other than any other AMP Entity) to purchase such Owned Real Property, any portion thereof or any interest therein.
(b) Section 3.10(b4.10(b) of the Seller Ardagh Disclosure Letter sets forth a true and complete list Schedule lists each of the leases (i) the street location of all real property and interests in real property leasedother than warehousing leases), subleasedsubleases, licensed or otherwise occupied by the Seller Entities licenses or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases other Contract relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease (the “AMP Leases”), true, correct and complete copies of which have been made available to GHV. One of the AMP Entities has not been disturbeda valid, binding and enforceable leasehold interest in, and there are no material disputes with respect to such Real Property Lease enjoys peaceful and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letterundisturbed possession of, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or all Leased Real Property.
(c) The Owned Real Property and the Leased Real Property, together with the rights granted or services to be provided by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, constitute all of the interests in real property owned, leased or licensed by the AMP Entities (or otherwise with respect to the AMP Business) and which are necessary for the continued operation of the AMP Business as currently conducted.
(d) There are is no pending or, to the Knowledge of SellerArdagh, threatened in writing, (i) appropriation, condemnation or similar proceedings against like proceeding or otherwise relating to any of order materially affecting the Owned Real Property, the Leased Real Property or any part thereof, or affecting the quiet use and enjoyment thereof, or (ii) sale or other disposition of any Owned Real Property, any Leased Real Property or any part thereof in lieu of condemnation or other matters materially affecting and impairing use by the AMP Entities thereof.
(e) All improvements and fixtures, and building equipment and machinery having an individual book value as of the date hereof of at least $5,000,000 or that are otherwise material to the AMP Business located on the Owned Real Property, and all improvements and fixtures, and building equipment and machinery having an individual book value as of the date hereof of at least $5,000,000 or that are otherwise material to the AMP Business located on the Leased Real Property, if any, are in good working order and repair (subject to ordinary wear and tear), and except for any defects that would not impair the use of such improvements, fixtures, building equipment or machinery.
Appears in 2 contracts
Samples: Business Combination Agreement (Ardagh Metal Packaging S.A.), Business Combination Agreement (Gores Holdings v Inc.)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter SCHEDULE 3.24 sets forth a true true, correct and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) in which any Company Party or Subsidiary owns or holds a fee interest, which list includes, as to each parcel of Owned such Real Property, free the legal owner, its common name, a legal description and clear the name of all Encumbrances, except for Permitted Encumbrances. Seller has delivered any mortgagee or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertytrustee thereof.
(b) Section 3.10(b) of the Seller Disclosure Letter SCHEDULE 3.24 sets forth a true true, correct and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leasesleases, subleases or licenses pursuant to which any Company Party or Subsidiary is a lessor, lessee, sublessor, sublessee, licensor or licensee, in each case as amended through the date hereof, which list includes the street address, the identity of the lessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods, the rent payment terms and the current use). The Real Property interests described or listed on SCHEDULE 3.24 constitute all of the interests in Real Property owned, leased or otherwise held for use by any Company Party or Subsidiary. With respect to the Real Property Leases each such lease, sublease and license, except as would not otherwise be material set forth on SCHEDULE 3.24:
(i) to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one knowledge of the Seller Entities or Transferred SubsidiariesCompany Parties, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect disputes, oral agreements or forbearance programs in effect as to any such Real Property Lease and no material defaults lease, sublease or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).license; and
(cii) Except in the ordinary course of business no Company Party or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have Subsidiary has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Propertytherein.
(dc) There are no pending or, to To the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any knowledge of the Owned Company Parties, all parking lots located on any Real Property or Leased Real Propertysubject thereto are in compliance with Applicable Laws, including, without limitation, zoning requirements, and are adequate for the employees and business operations of the Company Parties and Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp), Securities Purchase Agreement (Interdent Inc)
Real Property. (a) Section 3.10(aThe Company does not own any real property.
(b) of the Seller Disclosure Letter Schedule 2.15(b) sets forth a true true, correct and complete list of the street locations of all real property owned, directly or indirectly, leased by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectivelyCompany, whether as lessee or not listed on Section 3.10(a) of the Seller Disclosure Letter, lessor (the “Owned Leased Real Property”), each Contract relating to the use and/or occupancy of such Leased Real Property, including all leases, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Leases”), and any lease guarantees, tenant estoppels, subordinations, non-disturbance and attornment agreements, including all amendments thereto, and all condominium documents and service agreements relating thereto. Schedule 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Seller Entities Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or one of acquired after the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Recent Balance Sheet Date. All Leased Real Property is located) to each parcel of Owned Real Property, free and clear of all EncumbrancesLiens, except for other than Permitted Encumbrances. Seller Liens.
(c) The Company has delivered or made available to Buyer true true, complete and complete correct copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Each Real Property Lease is in full force and effect, valid ; all rents and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased additional rents due to date on each Real Property under Lease have been paid and neither the Company nor any other party to any such Real Property Lease has received notice of any breach or default nor repudiated any material provision thereof. The Company has not been disturbed, and there are no material disputes received a notice of cancellation or termination with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (Lease. There exists no event that, with notice or lapse of time, or both, would constitute a material breach or default by the Company or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted other party thereto, under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property Leases. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased or subleased Leased Real Property.
(d) There The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending ornor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other party is required under any Real Property Lease as the result of the Transactions contemplated hereby or to keep such Real Property Lease in full force and effect after the execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby.
(f) All improvements necessary for the Business and constituting part of the Leased Real Property have been completed and the Company has not received any written notice that the Leased Real Property is not in compliance with applicable Law and, to the Knowledge of Sellerthe Company, threatened condemnation there are presently in effect all Permits required by Law. The Company has not received any written notice that there does not exist at least the minimum access required by applicable subdivision or similar proceedings against or otherwise relating Law to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Columbia Care Inc.), Merger Agreement (Columbia Care Inc.)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true The SU Entities have good and complete list of the street locations of indefeasible fee title to all real property owned, directly or indirectly, owned by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used them included in the Devices & Services Business NTX Assets (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “NTX Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all EncumbrancesLiens other than Permitted Liens. The SU Entities have valid and enforceable leasehold interests with respect to all real property currently leased or subleased to them included in the NTX Assets (collectively, the “NTX Leasehold Property” and, together with the NTX Owned Property, the “NTX Property”), free and clear of all Liens other than Permitted Liens, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true that the validity and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one enforceability of the Transferred Subsidiaries leases under which such NTX Leasehold Property is held (such leases together with any amendments thereto and guarantees thereof, the “NTX Leases”) are subject to the Enforceability Exceptions. The SU Entities are not in breach in any material respect or in material default under any NTX Lease or easement, license agreement (including railroad, pipeline and similar crossing rights), right of such Owned way or lease for rights of way, or other right with respect to the use of real property included in the NTX Assets to which it is a party (collectively, the “NTX Easements” and, together with the NTX Leases, the “NTX Real PropertyProperty Agreements”). To the Knowledge of SU, no counterparty to any of the NTX Real Property Agreements is in material default of any of its obligations under the applicable NTX Real Property Agreement. No consent from any counterparty to any NTX Real Property Agreement is required in connection with the consummation of the Merger.
(b) Section 3.10(b4.08(b) of the Seller SU Disclosure Letter Schedule sets forth a true and complete list of all (i) NTX Owned Property, including the street location address, fee owner and legal description, (ii) NTX Leasehold Property and NTX Leases, including the street address of such property and the parties to such NTX Lease and (iii) NTX Easements, including the parties to such NTX Easement. SU has made available to SDTS and Oncor true, complete and correct copies of all real property material NTX Real Property Agreements and, to the Knowledge of SU, SU has made available to SDTS and interests in real property leasedOncor true, subleased, licensed or otherwise occupied by the Seller Entities or any complete and correct copies of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed all NTX Real Property Agreements. Except as set forth on Section 3.10(b4.08(b) of the Seller SU Disclosure LetterSchedule, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller SU Entities or any of the Transferred Subsidiaries pursuant to a do not lease, sublease, license or other similar agreement under which the Seller Entities sublicense any NTX Owned Property, any NTX Leasehold Property, or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all real property interest subject to any NTX Real Property Leases. With respect Agreements, to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)third party.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of SellerSU, threatened condemnation or similar proceedings against or otherwise relating to Legal Proceedings affecting any of the NTX Owned Property, any of the NTX Leasehold Property or any of the NTX Real Property Agreements, which would reasonably be expected to materially interfere with any present use or Leased materially and adversely affect the fee title of any of the NTX Owned Property, the leasehold title of any of the NTX Leasehold Property or the real property interests of any of the NTX Real Property Agreements.
(d) The SU Entities have not received written notice from any Person within three years prior to the date of this Agreement asserting that any SU Entity does not have the right, as a result of title defects or title failures, to use or occupy any portion of the NTX Property or any real property interest subject to any NTX Real Property Agreements, other than those notices that would not individually, or in the aggregate, reasonably be expected to materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such NTX Property.
(e) To the Knowledge of SU, SU has not granted to any third party the right to use or access the NTX Owned Property or the NTX Leasehold Property in any manner that interferes in any material respect with the NTX Owned Property, the NTX Leasehold Property or the Subject NTX Operations or otherwise granted to any third party any ownership rights in any material NTX Owned Property or the NTX Leasehold Property.
Appears in 2 contracts
Samples: Merger Agreement (InfraREIT, Inc.), Merger Agreement (Hunt Consolidated, Inc.)
Real Property. (a) Section 3.10(aSchedule 1.01(n) of the Seller Dow Disclosure Letter sets forth a true the address (or other identifying description) of each parcel of Transferred Leased Real Property and complete list the identity of the street locations lessor, lessee and current occupant (if different from lessee) of each such parcel of Transferred Leased Real Property. Assuming the applicable lessor had the authority to enter into each such lease and to grant such leasehold interest, a Dow Entity has a valid and binding leasehold interest in each parcel of Transferred Leased Real Property, free and clear of all real property owned, directly Encumbrances other than Permitted Encumbrances. No Dow Entity has subleased or indirectly, by the Seller Entities granted to a third party any right to use or occupy all or any portion of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business Leased Real Property.
(collectively, whether or not listed on Section 3.10(ab) Schedule 1.01(o) of the Seller Dow Disclosure LetterLetter sets forth the address and parcel number of each parcel of Transferred Owned Real Property. A Dow Entity has good and marketable fee simple title in and to each parcel of Transferred Owned Real Property, including all of the buildings and improvements thereon, free and clear of all Encumbrances, other than Permitted Encumbrances. Other than the right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any such Transferred Owned Real Property or any portion thereof or interest therein. Other than pursuant to easements of record, no Dow Entity has leased or granted any right to use or occupy all or any portion of a Transferred Owned Real Property to a third party. There is no condemnation or other proceeding in eminent domain, pending or, to the Knowledge of TDCC, threatened, affecting the Transferred Owned Real Property or any portion thereof or interest therein.
(c) Schedule 1.01(h) of the Dow Disclosure Letter sets forth the address and parcel number of each Retained Site. A Dow Entity has good and marketable fee simple title in and to each Retained Site and in and to each Transferred Facility thereon, free and clear of all Encumbrances, other than Permitted Encumbrances. As of the Closing Date, a Parent Entity will have (i) a valid and binding leasehold interest in and to each Retained Site, and (ii) good and marketable fee simple title in and to each Transferred Facility thereon, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. Other than the right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease any Retained Site or any portion thereof or interest therein, including the Transferred Facilities thereon. Other than pursuant to easements of record, no Dow Entity has leased or granted any right to use or occupy all or any portion of any Retained Site or any Transferred Facility thereon to a third party. There is no condemnation or other proceeding in eminent domain, pending or, to the Knowledge of TDCC, threatened affecting the Retained Sites or any portion thereof or interest therein, including the Transferred Facilities thereon.
(d) Section 4.12(d) of the TDCC Disclosure Letter sets forth the address (or other identifying description) of each parcel of real property leased by the JV Entity (the “Owned JV Leased Real Property”). The Seller Entities or one of the Transferred Subsidiaries JV Entity has good a valid and marketable title binding leasehold interest in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned JV Leased Real Property, free and clear of all Encumbrances, except for other than Permitted Encumbrances. Seller The JV Entity has delivered not subleased or made available granted to Buyer true and complete copies a third party any right to use or occupy all or any portion of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned any JV Leased Real Property. The JV Entity does not own any real property.
(be) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to To the Knowledge of SellerTDCC, threatened condemnation a Dow Entity has good and valid title to (or similar proceedings against or otherwise relating to any valid leases in respect of) each of the Owned Real Property or Leased Real Propertylocations in which a Parent Entity is acquiring an occupancy right pursuant to an occupancy agreement that is a Transaction Document.
Appears in 2 contracts
Samples: Merger Agreement (Olin Corp), Merger Agreement (Dow Chemical Co /De/)
Real Property. (a) Section 3.10(a3.10(a)(i) of the Seller Disclosure Letter sets forth Schedule includes a true true, correct and complete list of the street locations of all real property ownedleases, directly subleases, licenses or indirectly, other occupancy agreements used by the Seller Entities Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the Transferred Subsidiaries with book value in excess of €25,000,000 “Real Property Leases,” and that are primarily used in the Devices & Services Business (collectivelyproperties leased, whether subleased, licensed or not listed on Section 3.10(a) of the Seller Disclosure Letteroccupied thereunder, the “Owned Leased Real Property”). The Seller Entities Company or one its Subsidiaries, as applicable, have a valid leasehold interest in all of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Leased Real Property is located) to each parcel of Owned Real Property, free and clear of all EncumbrancesLiens, except for other than Permitted EncumbrancesLiens. Seller has delivered or made available Except as would not be material to Buyer true the Company and complete copies of all vesting deedsits Subsidiaries, title reports or similar documents in its possession or control evidencing ownership taken as a whole, (A) no default by the Seller Entities Company or one its Subsidiaries, or, to the Knowledge of the Transferred Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of such Owned the Real PropertyProperty Leases.
(b) Section 3.10(b) of the Seller Disclosure Letter Schedule sets forth a true and complete list of (i) all the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied owned by the Seller Entities Company or any of its Subsidiaries (such properties, the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof“Owned Real Property”) and that are primarily used the record owner thereof. Except as set forth in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure LetterSchedule, the “Leased Real Property”, with Company and its Subsidiaries have good marketable and valid fee simple title to all of the leases relating to such Leased Owned Real Property being collectively referred to herein as free and clear of all Liens, other than Permitted Liens. Neither the “Real Property Leases”) leased to the Seller Entities or Company nor any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred its Subsidiaries is the lessee obligated or sublessee and (ii) a list bound by any options, obligations or rights of all Real Property Leasesfirst refusal or contractual rights to sell or acquire any real property. With respect to the Real Property Leases and except Except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased AssetsCompany and its Subsidiaries, taken as a whole, (1) each the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property Lease is in full force and effect, valid and binding, and enforceable against one that are required to be performed by the Company or a Subsidiary prior to the date of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)this Agreement.
(c) Except in Neither the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities whole nor any part of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property is subject to any pending suit for condemnation or Leased Real Property.
(d) There are no pending orother taking by any Governmental Authority, and, to the Knowledge of Sellerthe Company, threatened no such condemnation or similar proceedings against other taking is threatened or otherwise relating contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Owned Real Property or Leased (except under the Real PropertyProperty Leases and Permitted Liens).
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Aptargroup Inc)
Real Property. (a) Section 3.10(aSchedule 4.15(a) of the Seller Disclosure Letter Schedules sets forth a true and complete list of the street locations address or legal descriptions of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value interests held in excess of €25,000,000 and that are primarily used in the Devices & Services Business fee simple absolute (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”)) vested in each Company. The Seller Entities or one Except as set forth on Schedule 4.15(a) of the Transferred Subsidiaries has Disclosure Schedules, the Companies have good and marketable title in fee simple (or equivalent absolute title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all EncumbrancesLiens, save and except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real PropertyLiens.
(b) Section 3.10(bSchedule 4.15(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location and description of all real property and interests in real property leased, subleased, licensed to or otherwise used or occupied (but not owned) by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) each Company and that are primarily used in the Devices & Services Business Omega (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”), including certain material facts related thereto. A true and correct copy (or if oral, then a written description thereof) of the lease, license or occupancy agreement, and any amendments thereto, with respect to the leases relating to such Leased Real Property being collectively referred to herein as (collectively, the “Real Property Leases”) leased has been delivered to the Seller Entities or Purchaser, and no changes have been made to any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material since the date of delivery. All of the Leased Real Property is used or occupied by the Companies pursuant to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each respective Real Property Lease. Each Real Property Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. There are no existing defaults by the Companies or, valid and bindingto the Knowledge of Sellers, the lessor under any of the Real Property Leases, and enforceable against one to the Knowledge of Sellers, no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Seller Entities Real Property Leases by any Person or Transferred Subsidiariesgive any Person the right to terminate, accelerate or modify any Real Property Lease. Except as applicableset forth on Schedule 4.15(b), no consent is required from the lessor under any of the Real Property Leases in accordance connection with its terms; and (2) the Seller Entities’ transactions contemplated by this Agreement and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease Transaction Documents, which has not been disturbedobtained and provided to Purchaser and the Companies have not leased or sublet as lessor or sublessor, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease Person (or any occurrence or event that with other than the passage of notice or time or both would result Companies) is in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letterpossession of, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(c) To the Knowledge of Sellers, all improvements located on, and the use presently being made of, the Leased Real Property comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by applicable Law, and the same use thereof by Purchaser following Closing, in the same manner as conducted by the Companies prior to Closing, will not result in any violation of any such code, ordinance, regulation or standard. The present use and operation of the Leased Real Property does not constitute a non-conforming use and is not subject to a variance. There is no proposed, pending or threatened change in any such code, ordinance, regulation or standard which would materially adversely affect the Companies.
(d) There are To the Knowledge of Sellers, there is not currently pending or contemplated reassessment of any parcel included in the Leased Real Property that could result in a change in the rent, additional rent or other sums and charges payable by the Companies under any agreement relating to the Leased Real Property.
(e) To the Knowledge of Sellers, there is no pending orcondemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Leased Real Property. Neither the Companies nor Sellers have received any written notice or oral notice of any such proceeding and, to the Knowledge of SellerSellers, threatened condemnation no such proceeding is contemplated.
(f) To the Knowledge of Sellers, there are no material defects in, mechanical failure of, or similar proceedings against or otherwise relating to any of damage to, the Owned Real Property or Leased Real Property. To the Knowledge of Sellers, the mechanical, electrical and HVAC systems serving the Leased Real Property are in good working condition.
(g) All utilities (including water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the Leased Real Property in sufficient quantities and quality to adequately serve the Leased Real Property in connection with the operation of the Business conducted therefrom as such operations are currently conducted thereon.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Vivakor, Inc.), Membership Interest Purchase Agreement (Vivakor, Inc.)
Real Property. (a) Section 3.10(aThe Owned Real Property Schedule includes all material real property interests owned in fee by the Company or its Subsidiaries and identifies those interests which constitute Active Operating Properties and Reserves and/or Operating Facilities.
(b) The Company and its Subsidiaries shall promptly provide the following information with regard to each material parcel or tract of owned real property (exclusive of oil and gas properties): (i) an identification of the Seller Disclosure Letter sets forth a true deed or other instrument of conveyance; (ii) recording information (if available, and complete list if not, the state and county where the relevant parcel or tract is located); (iii) the names of at least one grantor and one grantee thereunder; and (iv) the approximate size of the street locations relevant parcel or tract when acquired. The Company and its Subsidiaries shall also promptly provide an accurate listing of all owned real property owned, directly or indirectly, by within the Seller Entities or any currently existing five (5) year mining plan of the Transferred Company and its Subsidiaries.
(c) The Leased Real Property Schedule includes all material real property interests in which the Company has or its Subsidiaries have a leasehold interest and identifies those leasehold interests which constitute Active Operating Properties and Reserves and/or Operating Facilities.
(d) The Company and its Subsidiaries shall promptly provide the following information with book value in excess regard to each material parcel or tract of €25,000,000 leased real property (exclusive of oil and that are primarily used gas properties): (i) an identification of the lease or sublease agreement and any and all amendments, modifications and side letters; (ii) recording information (if available), and if not, the state and county where the relevant parcel or tract is located; (iii) the names of at least one lessor and one lessee (or sublessor or sublessee) thereunder; (iv) the approximate size of the relevant parcel or tract leased thereunder when acquired; and (v) the term thereof, including any extension options. The Company and its Subsidiaries shall also promptly provide an accurate listing of all leased real property within the currently existing five (5) year mining plan of the Company and its Subsidiaries.
(e) Except as set forth on the Real Property Disclosure Schedule and except Permitted Encumbrances which individually or in the Devices & Services Business (collectively, whether or aggregate do not listed constitute a Material Adverse Effect on Section 3.10(a) of the Seller Disclosure LetterCompany, the “Owned Real Property”). The Seller Entities or one of the Transferred Company and its Subsidiaries has hold (i) good and marketable Mining Title, as hereinafter defined, to the Active Operating Properties and Reserves and to the Operating Facilities and (ii) as to the Other Real Property, an interest of record or a leasehold interest from a person or entity which the Company or its Subsidiaries reasonably believe has an interest of record. As used in this subparagraph (e), Mining Title means fee simple title to surface and/or coal or an undivided interest in fee simple title thereto or a leasehold interest in all or an undivided interest in surface and/or coal together with (or equivalent title under i) for Active Operating Properties and Reserves designated for surface mining no less than those easements, licenses, privileges, rights, and appurtenances as are necessary to mine, remove, and transport coal by surface mining methods; (ii) for Active Operating Properties and Reserves designated for underground mining, no less than those easements, licenses, privileges, rights, and appurtenances as are necessary to mine, remove, and transport coal by underground mining methods; and (iii) for Operating Facilities, no less than those easements, licenses, privileges, rights, and appurtenances as are necessary to operate the Law of Operating Facilities in the jurisdiction where manner presently operated.
(f) Except as disclosed in the Owned Real Property is located) Disclosure Schedule, neither the Company nor its Subsidiaries have received any written notice alleging that the Company or its Subsidiaries are in default under any material lease. Except as disclosed on the Real Property Disclosure Schedule and except as could not reasonably be expected to each parcel of Owned Real Propertyhave a Material Adverse Effect on the Company, free neither the Company nor its Subsidiaries are in default under any lease relating to Active Operating Properties and clear of all EncumbrancesReserves, except for Permitted Encumbrances. Seller has delivered Operating Facilities or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Other Real Property.
(bg) Section 3.10(b) Except for leases which would not have a Material Adverse Effect on the Company if found to be invalid or unenforceable, each of the Seller Disclosure Letter sets forth a true and complete list of (i) leases on the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as Schedule is, and will be on and immediately following the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effectClosing Date, valid and binding, and enforceable against one of the Seller Entities lessor or Transferred Subsidiaries, as applicable, other parties thereto in accordance with its terms; and (2) . To the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment Knowledge of the Leased Real Property under such Real Property Lease has not been disturbed, and Company there are no material disputes with respect unwritten modifications to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)leases.
(ch) Except in To the ordinary course Knowledge of business or as permitted under Section 5.1 or the Company, except as set forth in Section 3.10(c) of on the Seller Real Property Disclosure LetterSchedule, neither the Seller Entities Company nor any of the Transferred its Subsidiaries have assignedreceived any notice of claims that the Company or any Subsidiary has mined any coal that did not belong to it, subleasedor mined any coal in such reckless or imprudent fashion as to give rise to any material claims for loss, transferred, conveyed, mortgaged, deeded in trust waste or otherwise encumbered any interest in the Owned Real Property or Leased Real Propertytrespass.
(di) There are no pending orAll existing maps, surveys, title insurance policies, title insurance, abstracts and other evidence of title have been made available by the Company and its Subsidiaries to the Purchaser.
(j) To the Knowledge of Sellerthe Company, threatened and other than set forth on the Real Property Disclosure Schedule, no condemnation or similar proceedings eminent domain proceeding against any part of such property is pending or otherwise relating to threatened, and the Company and its Subsidiaries have no knowledge that any such proceeding is contemplated.
(k) To the Knowledge of the Owned Company, except as set forth on the Real Property or Leased Real PropertyDisclosure Schedule, there are no adverse possession claims regarding those real property interests which constitute Active Operating Properties and Reserves and/or Operating Facilities.
Appears in 2 contracts
Samples: Merger Agreement (Zeigler Coal Holding Co), Merger Agreement (Aei Resources Inc)
Real Property. (a) Section 3.10(a6.08(a) of the Seller Oncor Disclosure Letter Schedule sets forth a true and complete list as of the street locations date hereof of (i) all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used included in the Devices & Services Business Oncor T Assets (“Oncor Owned Property”), (ii) all real property currently leased or subleased to an Oncor Entity included in the Oncor T Assets (“Oncor Leasehold Property” and, together with the Oncor Owned Property, the “Oncor Property”), including the lease and any amendments thereto (each, an “Oncor Lease”) under which such Oncor Leasehold Property is held and (iii) all easements, license agreements (including railroad, pipeline and similar crossing rights), rights of way and lease for rights of way, or other rights in or to the use of real property (collectively, whether or not listed on Section 3.10(a) of “Oncor Easements” and, together with the Seller Disclosure LetterOncor Leases, the “Owned Oncor Real PropertyProperty Agreements”). The Seller Entities or one ) included in the Oncor T Assets.
(b) As of the Transferred Subsidiaries has date hereof, Oncor has, and at the Closing Oncor AssetCo will have, good and marketable indefeasible fee title in fee simple (or equivalent title under the Law of the jurisdiction where the to all Oncor Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Liens other than Permitted Encumbrances. Seller No Oncor Entity has delivered granted to any third party the right to use or made available to Buyer true and complete copies of all vesting deeds, title reports access the Oncor Owned Property in any manner that interferes in any material respect with the Oncor Owned Property or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed Subject Oncor Operations or otherwise occupied by the Seller Entities or granted to any of the Transferred Subsidiaries with aggregate remaining lease payment third party any ownership in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real material Oncor Owned Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) As of the Seller Disclosure Letterdate hereof, neither Oncor has, and at the Seller Entities nor any Closing Oncor AssetCo will have, valid and enforceable leasehold interests with respect to the Oncor Leasehold Property, free and clear of all Liens other than Permitted Encumbrances, except that the validity and enforceability of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in Oncor Leases under which such Oncor Leasehold Property is held are subject to the Owned Real Property or Leased Real PropertyEnforceability Exceptions.
(d) There are no pending or, No consent from any counterparty to any Oncor Real Property Agreement is required in connection with the consummation of the Oncor Merger. To the Knowledge of SellerOncor, threatened condemnation no Oncor Entity is in breach in any material respect or similar proceedings against or otherwise relating in material default under any Oncor Real Property Agreement to which it is a party. To the Knowledge of Oncor, no counterparty to any of the Owned Oncor Real Property Agreements is in material default of any of its obligations under the applicable Oncor Real Property Agreement.
(e) To the Knowledge of Oncor, there are no developments affecting the Oncor Owned Property or Leased any of the Oncor Real Property Agreements which are pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially and adversely affect the fee title of the Oncor Owned Property or any of the Oncor Real Property Agreements.
(f) Oncor has not received written notice from any Person within three years prior to the date of this Agreement asserting that Oncor does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Oncor Property, other than those notices that would not individually, or in the aggregate, reasonably be expected to have an Oncor Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (InfraREIT, Inc.), Merger Agreement (Oncor Electric Delivery Co LLC)
Real Property. (a) Section 3.10(a) of Except for Permitted Encumbrances, the Seller Disclosure Letter sets forth a true Company and complete list of the street locations of its Subsidiaries have good and marketable title interests to all real property owned, directly or indirectly, owned by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business them (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities ) or one used in the conduct of the Transferred Subsidiaries has good and marketable title in fee simple their respective businesses as currently conducted (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned “Leased Real Property”) or reflected in the Interim Financial Statement, free and clear of all Encumbrances. The buildings and other structures located on the Owned Real Property are in operational condition, except consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one operation of the Transferred Subsidiaries of business as currently conducted at such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leasesfacilities. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) the Company Disclosure Schedule, there are no persons in possession of, or having a right to possession of, any part of the Seller Owned Real Property other than the Company or its Subsidiary, as the case may be; and the Company is not a party to any contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The owners of fee simple title to the Owned Real Property are set forth in the Company Disclosure Letter, neither Schedule. Neither the Seller Entities Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affects the Owned Real Property, and no such special Taxes, levies or assessments are in existence, pending or, to the Knowledge of the Transferred Subsidiaries Company, contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any portion thereof, that would materially adversely impair the use, occupancy or operation of the Owned Real Property. No materials have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in been furnished to the Owned Real Property or Leased any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic’s, materialman’s or other Liens against such property or any portion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the Owned Real Property.
(d) There are , and no buildings, structures or other improvements or appurtenances thereto owned by others encroach onto or under the Owned Real Property. The Owned Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of Sellerthe Company, threatened condemnation threatened, termination of such access. The Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or similar proceedings against agreements to which the Company or otherwise relating to any Subsidiary is a party, which are for the use or occupancy of real estate owned by a third party and are used in the operation of the Owned business of the Company or Subsidiary (the “Real Property Leases”) (accurate copies of which have previously been furnished to Purchaser), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases; (ii) the street address or legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the principal improvements and buildings thereon. Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect against the Company or its Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and equitable principles. With respect to each parcel of Leased Real Property: (i) all improvements, buildings and systems on any such parcel are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities; (ii) neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any such parcel and, to the Knowledge of the Company, no such special Taxes, levies or assessments are pending or contemplated; and (iii) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened termination of such access. None of the Permitted Encumbrances substantially interferes with the conduct of the business as currently conducted by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Actuant Corp), Stock Purchase Agreement (Actuant Corp)
Real Property. (a) Section 3.10(a4.9(a) of the Seller Disclosure Letter sets forth a true and complete list Schedule lists all of the street locations of all real property owned, directly and interests therein owned by any Acquired Entity or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used included in the Devices & Services Business Foreign Assets (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letterwith all easements and other rights appurtenant to such property, the “Owned Real Property”)) and, relative to each such property or interest, the Acquired Entity that owns it. The Seller Entities applicable Acquired Entity or one of the Transferred Subsidiaries has good and marketable title in Retained Subsidiary holds fee simple (or equivalent title under to the Law of the jurisdiction where the Owned Real Property is located) to each applicable parcel of Owned Real Property, free and clear of all Encumbrancesany Liens, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real PropertyLiens.
(b) Section 3.10(b4.9(b) of the Seller Disclosure Letter sets forth a true and complete list Schedule lists all of (i) the street location of all real property and interests in real property leased, subleased, licensed therein leased or otherwise occupied subleased by any Acquired Entity or by the Seller Entities or any of the Transferred Retained Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for respect to the remainder of the applicable term Foreign Assets (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such ). For each item of Leased Real Property being collectively referred to herein as the “Real Property Leases”Property, Section 4.9(b) leased to the Seller Entities or any of the Transferred Subsidiaries Disclosure Schedule lists the lease or sublease, pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) applicable Acquired Entity holds a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is possessory interest in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbedand all material amendments, and there are no material disputes renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to such each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease and no material defaults or breaches exist under covering, any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) portion of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(dc) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the The Owned Real Property or and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Proquest Co), Stock and Asset Purchase Agreement (Snap on Inc)
Real Property. (ai) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or Neither VitalStream nor any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned VitalStream Subsidiary owns any Real Property”). The Seller Entities Neither VitalStream nor any VitalStream Subsidiary is a party to any agreement or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned option to purchase any Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyinterest therein.
(bii) Section 3.10(bSchedule 4(n)(ii) of the Seller Disclosure Letter attached hereto sets forth a true and complete list of (iA) the street location address of all real property and interests each parcel relating to, used in real property leasedconnection with, subleasedor necessary or useful in, licensed the operation or otherwise occupied by the Seller Entities or any conduct of the Transferred business of VitalStream and the VitalStream Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “"VitalStream Leased Real Property”, with ") and (B) the leases relating to such Leased Real Property being collectively referred to herein as date and the “Real Property Leases”) leased to the Seller Entities or any names of the Transferred Subsidiaries pursuant parties to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease in respect of each parcel of VitalStream Leased Real Property (collectively, the "VitalStream Real Property Leases"). VitalStream has delivered to Hosting a true and complete copy of each written VitalStream Real Property Lease, and in the case of any oral VitalStream Real Property Lease, a written summary of the material terms of such VitalStream Real Property Lease. Except as set forth on Schedule 4(n)(ii) attached hereto, with respect to each VitalStream Real Property Lease:
(A) such VitalStream Real Property Lease is legal, valid, binding, enforceable and in full force and effect, valid and bindingexcept as such enforceability may be limited by (1) applicable insolvency, and enforceable against one of the Seller Entities bankruptcy, reorganization, moratorium or Transferred Subsidiaries, as applicable, in accordance with its terms; other similar Laws affecting creditors' rights generally and (2) applicable equitable principles (whether considered in a proceeding at law or in equity);
(B) the Seller Entities’ transactions contemplated by this Agreement and the Transferred other Transaction Agreements do not require the consent of any other party to such VitalStream Real Property Lease (except as set forth in Schedule 4(b) attached hereto), will not result in a breach of or default under such VitalStream Real Property Lease, and will not otherwise cause such VitalStream Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;
(C) VitalStream's and the VitalStream Subsidiaries’ ' possession and quiet enjoyment of the VitalStream Leased Real Property under such VitalStream Real Property Lease has not been disturbed, disturbed and there are no material disputes with respect to such VitalStream Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).Lease;
(cD) Except in the ordinary course None of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure LetterVitalStream, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending VitalStream Subsidiary or, to the Knowledge of SellerVitalStream, threatened condemnation any other party to such VitalStream Real Property Lease is in breach or similar proceedings against default under such VitalStream Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such VitalStream Real Property Lease;
(E) Neither VitalStream nor VitalStream Subsidiary owes, or will owe in the future, any brokerage commissions or finder's fees with respect to such VitalStream Real Property Lease;
(F) The other party to such VitalStream Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, VitalStream or any VitalStream Subsidiary;
(G) Neither VitalStream nor any VitalStream Subsidiary has subleased, licensed or otherwise relating granted any Person the right to use or occupy such VitalStream Leased Real Property or any portion thereof;
(H) Neither VitalStream nor any VitalStream Subsidiary has collaterally assigned or granted any other Lien in such VitalStream Real Property Lease or any interest therein; and
(I) Except as may arise by operation of law or under any VitalStream Real Property Lease, there are no Liens on the estate or interest created by such VitalStream Real Property Lease.
(iii) All Improvements included in the VitalStream Leased Real Property are in good condition and repair and sufficient for the operation of VitalStream's and any VitalStream Subsidiary's business as currently conducted thereon or contemplated to be conducted thereon. There are no structural deficiencies or latent defects affecting any of the Owned Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of VitalStream's and any VitalStream Subsidiary's business as currently conducted thereon or contemplated to be conducted thereon.
(iv) There is no condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any parcel of VitalStream Leased Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, nor any Claims, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the VitalStream Leased Real Property or any portion thereof, or the operation of VitalStream's and any VitalStream Subsidiary's business as currently conducted thereon or contemplated to be conducted thereon.
(v) The VitalStream Leased Real Property is in compliance with all applicable Real Property Laws (including any Environmental, Health and Safety Requirements, zoning, planning, subdivision, platting or similar Laws) affecting the VitalStream Leased Real Property, and the current use and occupancy of the VitalStream Leased Real Property and operation of by VitalStream and the VitalStream Subsidiaries of their business thereon does not violate any Real Property Laws. VitalStream has not received any notice of violation of any Real Property Law and there is no basis for the issuance of any such notice or the taking of any action for such violation. There is no pending or anticipated change in any Real Property Law that will have a VitalStream Material Adverse Effect on the ownership, lease, use or occupancy of any VitalStream Leased Real Property or any portion thereof in the continued operation of VitalStream's and any VitalStream Subsidiary's business as currently conducted thereon or contemplate to be conducted thereon.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vitalstream Holdings Inc), Asset Purchase Agreement (Brekka Richard)
Real Property. (a) Section 3.10(a4.14(a) of the Seller GPC Disclosure Letter sets forth a true and complete list of the street locations of all real property ownedforth, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) respect to each parcel of Owned SpinCo Leased Real PropertyProperty as of the date of this Agreement, the Contracts that provide a SpinCo Company with rights to lease, sublease, license, use or otherwise occupy such parcel of SpinCo Leased Real Property as of the date of this Agreement, including any amendments or modifications thereof (all such Contracts, together with the Contracts that provide each SpinCo Company with rights to lease, sublease, license, use or otherwise occupy the SpinCo Leased Real Property as of the Closing Date, including any amendments or modifications thereof, collectively, the “SpinCo Leases”), the address (or other identifying description) of such parcel and the identity of the lessor, lessee and current occupant (if different from lessee) of such parcel. Except to the extent disclosure is limited by the terms of any SpinCo Lease, true, correct and complete copies of all SpinCo Leases existing as of the date of this Agreement have been provided to RMT Parent. The applicable SpinCo Company (i) has a valid and binding leasehold interest in, and enjoys peaceful and undisturbed possession of, each parcel of SpinCo Leased Real Property existing as of the date of this Agreement and (ii) will have a valid and binding leasehold interest in each parcel of SpinCo Leased Real Property that will exist as of the Closing Date, in each case, free and clear of all Encumbrances, except for Liens other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real PropertyLiens.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to each SpinCo Lease, neither the Real Property Leases and except as would not otherwise be material applicable SpinCo Company, nor, to the Devices & Services Businessknowledge of GPC, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease any counterparty thereto is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, default thereunder in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbedany material respect, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that events which with the passage of notice or time or both notice, or both, would result in constitute a material default or breach).
(c) thereunder on the part of the SpinCo Company party to such SpinCo Lease, or, to the knowledge of GPC, any other party to such SpinCo Lease. Except in the ordinary course of business or as permitted under described on Section 5.1 or as set forth in Section 3.10(c4.14(b) of the Seller GPC Disclosure Letter, neither the Seller Entities nor any consummation of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust transactions provided for herein will not create or otherwise encumbered constitute a default or event of default under any interest in SpinCo Lease or require the Owned consent of any other party to any such lease to avoid a default or event of default. The SpinCo Leased Real Property is in compliance in all material respects with all laws, rules, regulations and ordinances related to the business as it is currently conducted on such SpinCo Leased Real Property. Except as otherwise indicated on Section 4.14(b) of the GPC Disclosure Letter, no SpinCo Company has subleased or granted to a third party any right to use or occupy all or any portion of the SpinCo Leased Real Property.
(dc) There To the knowledge of GPC, there are no pending or, to the Knowledge of Seller, threatened condemnation eminent domain or similar proceedings against Proceedings pending or otherwise relating to threatened affecting all or any material portion of the Owned Real Property or SpinCo Leased Real Property. To the knowledge of GPC, there is no writ, injunction, decree, order or judgment outstanding, nor any action claim, suit or other Proceeding pending or threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the SpinCo Leased Real Property. The SpinCo Leased Real Property is in good condition and repair and is sufficient for the uses in which such property is presently employed.
(d) None of the SpinCo Companies owns any real property nor is under contract to purchase or otherwise acquire any real property.
Appears in 2 contracts
Samples: Merger Agreement (Rhino SpinCo, Inc.), Merger Agreement (Genuine Parts Co)
Real Property. (a) Section 3.10(a3.12(a) of the Seller Disclosure Letter Schedule sets forth a true complete and complete accurate, in all material respects, list of all of the street locations of all real property owned, directly or indirectly, owned in fee simple by the Seller Entities Transferred Company or any of the Transferred its Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) as of the Seller Disclosure Letter, date of this Agreement (the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has Company and its Subsidiaries, as applicable, have good and marketable title in valid fee simple (or equivalent title under the Law of the jurisdiction where the to all Owned Real Property is located) and to each parcel all of Owned Real Propertythe buildings, structure and other improvements located thereon and affixed thereto, free and clear of all EncumbrancesLiens, except for Permitted EncumbrancesLiens. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one As of the Transferred date of this Agreement, neither Seller nor its Subsidiaries have received written notice of such any default, and to the Knowledge of the Seller, there is no default under any restrictive covenants affecting the Owned Real PropertyProperty and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default under any such restrictive covenant, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company and its Subsidiaries, taken as a whole.
(b) Section 3.10(b3.12(b) of the Seller Disclosure Letter Schedule sets forth a true complete and complete accurate, in all material respects, list of all of the real property leased by the Transferred Company or any Subsidiary thereof as lessee as of the date of this Agreement that is material to the conduct of the Business (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). The Transferred Company and its Subsidiaries, as applicable, have a leasehold or subleasehold (as applicable) interest in all Leased Real Property and owns or has a leasehold interest in all of the buildings, structures and other improvements located thereon and affixed thereto, free and clear of all Liens, except Permitted Liens.
(i) All leases and subleases for the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by Leased Real Property under which the Seller Entities Transferred Company or any of its Subsidiaries is a lessee or sublessee (a) are in full force and effect and are enforceable against the respective lessors, in accordance with their respective terms, subject to Permitted Liens and the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (b) will continue to be in full force and effect immediately following the Closing, and (ii) as of the date of this Agreement, neither Seller nor any of its Subsidiaries has received any written notice of any default under any such lease or sublease affecting the Leased Real Property and to the Knowledge of Seller, no event has occurred or conditions exist that, if not cured, with the giving of notice, the passage of time, or both, would constitute a material default or that would permit the termination of any such lease or sublease, except as in each of cases (i) and (ii) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term Company and its Subsidiaries, taken as a whole.
(without any extensions thereofc) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b3.12(c) of the Seller Disclosure LetterSchedule sets forth, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Knowledge of Seller, a complete and accurate, in all material respects, list of all easements, licenses, crossing agreements or other agreements as of the date of this Agreement benefiting, entered into or obtained by Seller Entities or the Transferred Company or any of the Transferred its Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults any gas, electric or breaches exist under any Real Property Lease (water supply rights or any occurrence other utility or event that with the passage of notice access rights whether or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in not appurtenant to the Owned Real Property or Leased Real Property, and which burden real properties owned by parties other than the Transferred Company or any of its Subsidiaries and which are material to the conduct of the Business. All such easements, licenses or other agreements are (i) free and clear of all Liens granted by the Transferred Company or Subsidiary thereof, except Permitted Liens and (ii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in full force and effect and either the Transferred Company or its Subsidiaries holds a valid and existing, legally binding and enforceable interest under such easement, licenses or other agreement. To the Knowledge of Seller, (x) as of the date of this Agreement, neither Seller nor any of its Subsidiaries has received any written notice of any default which remains uncured under any such easement, licenses or other agreement and to the Knowledge of Seller, no event has occurred or conditions exist that, if not cured, with the giving of notice, the passage of time, or both, would constitute a material default or that would permit the termination of any such easement, licenses or other agreement and (y) such easement, licenses or other agreements will continue to be in full force and effect immediately following the Closing, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company and its Subsidiaries, taken as a whole.
(d) There are no pending orleases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company and its Subsidiaries, taken as a whole.
(e) None of the Transferred Company or its Subsidiaries have received any written notice from any Governmental Entity and, to the Knowledge of Seller, threatened condemnation there does not exist any condemnation, expropriation or similar proceedings other proceeding in eminent domain pending or threatened, against or otherwise relating to any of the Owned Real Property or Leased Real Propertyany material portion thereof or material interest therein.
Appears in 2 contracts
Samples: Transaction Agreement (Ameren Energy Generating Co), Transaction Agreement (Dynegy Inc.)
Real Property. Neither NYMEX Holdings nor any NYMEX Holdings Subsidiary owns a fee simple interest in any real property. The NYMEX Holdings Leased Real Property described in Section 3.14 of the NYMEX Holdings Disclosure Letter constitutes all the leasehold interests in real property of NYMEX Holdings and the NYMEX Holdings Subsidiaries.
(a) With respect to any Lease comprising the NYMEX Holdings Leased Real Property:
(i) Section 3.10(a3.14(a)(i) of the Seller NYMEX Holdings Disclosure Letter sets forth a true lists all leases, subleases and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities licenses to which NYMEX Holdings or any of NYMEX Holdings Subsidiary is a party. NYMEX Holdings or the Transferred Subsidiaries with book value in excess of €25,000,000 and applicable NYMEX Holdings Subsidiary that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries is party to each such Lease has good and marketable title valid leasehold interests in fee simple such Lease (or equivalent title under subject to the Law terms of the jurisdiction where the Owned Real Property is located) to applicable Lease governing its interests therein), in each parcel of Owned Real Property, case free and clear of all EncumbrancesLiens other than Permitted Liens;
(ii) Section 3.14(a)(ii) of the NYMEX Holdings Disclosure Letter lists all agreements, except for other than Permitted Encumbrances. Seller Liens (exclusive of the Occupancy Agreement, Restrictive Covenant Agreement and Grant Distribution Agreement) to which NYMEX Holdings or any NYMEX Holdings Subsidiary is a party that contain any material provisions relating to the occupancy or use of any space demised under a Lease, or to any employment milestones at such space (the “Material Real Estate Agreements”) and NYMEX Holdings has delivered or made available to Buyer true CME Group true, correct and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Material Real Property.Estate Agreements;
(biii) Section 3.10(b) each such Lease and Material Real Estate Agreement is the legal, valid, binding and enforceable obligation of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed NYMEX Holdings or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and NYMEX Holdings Subsidiary that are primarily used in the Devices & Services Business (collectivelyis a party thereto, whether or not listed on Section 3.10(b) of the Seller Disclosure Letterand, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any knowledge of the Transferred Subsidiaries pursuant to a leaseNYMEX Holdings, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effecteffect and the binding obligation of the other parties thereto and will not be breached or violated solely by the consummation of the transactions contemplated by this Agreement;
(iv) neither NYMEX Holdings nor any NYMEX Holdings Subsidiary has received any written notice that it is in default under any such Lease, valid and bindingnor, to the knowledge of NYMEX Holdings, is NYMEX Holdings or any NYMEX Holdings Subsidiary or any other party to such Lease in default under any such Lease, and enforceable against one to the knowledge of NYMEX Holdings no event has occurred, which, after the Seller Entities giving of notice, with lapse of time, or Transferred Subsidiariesotherwise, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in constitute a material default by NYMEX Holdings or breach).any NYMEX Holdings Subsidiary or by any other party under such Lease;
(cv) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letterexcept for Permitted Liens, neither NYMEX Holdings nor the Seller Entities nor any of the Transferred Subsidiaries have applicable NYMEX Holdings Subsidiary has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust conveyed or otherwise encumbered any interest in the Owned leasehold or subleasehold created by any Lease;
(vi) there are no outstanding options or rights of any party (other than NYMEX Holdings or the applicable NYMEX Holdings Subsidiary) to terminate such Lease prior to the expiration of the term thereof, except as expressly set forth in each such Lease, and the consummation of the transactions contemplated by this Agreement in and of itself, will not give rise to any such right to terminate; and
(vii) Section 3.14(a)(vii) of the NYMEX Holdings Disclosure Letter lists all consents required to be obtained from any party to such Lease and from any party to any Material Real Estate Agreements in connection with transactions contemplated by this Agreement and to NYMEX Holdings’ knowledge, no other consents are required with respect to any such Lease or Material Real Estate Agreements in connection with transactions contemplated by this Agreement.
(b) With respect to the leasehold interest held by NYMEX Holdings at the property commonly known as Xxx Xxxxx Xxx Xxxxxx, Xxx Xxxx (“One North”) and 0000 Xxxxxx Xxxxxx, Xxxx Xxxxxxx (“Lake Success,” and together with One North, the “Material Leased Property”):
(i) except in any such case as has not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on NYMEX Holdings, all buildings, structures, fixtures and improvements included within the Material Leased Property (the “Material Lease Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of NYMEX Holdings, there are no facts or conditions affecting any of the Material Lease Improvements that, in the aggregate, would reasonably be expected to interfere materially and adversely with the current use, occupancy or operation thereof;
(ii) no portion of such Material Leased Real Property has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored in accordance with the terms of the Lease, or after the date hereof and prior to the Closing Date, is not in the process of being restored in accordance with the terms of the Lease, to its original condition (ordinary wear and tear excepted), except as would not, individually or in the aggregate, reasonably be expected to interfere with the use of any such Material Leased Property; and
(iii) NYMEX Holdings has delivered or made available to CME Group complete and accurate copies of all of the following materials relating to such Material Leased Property, to the extent such materials are in NYMEX Holdings’ or any NYMEX Holdings Subsidiary’s possession: all Leases and licenses (including any amendments, modifications or supplements thereto); appraisals; as to Lake Success only, floor plans and drawings for any renovations; and, as to One North only, as-built construction plans.
(c) With respect to that certain Occupancy Agreement, dated as of May 18, 1995, among The City of New York, New York State Urban Development Corporation, New York City Economic Development Corporation, Battery Park City Authority and New York Mercantile Exchange, including its wholly owned subsidiary, Commodity Exchange, Inc. (the “Occupancy Agreement”):
(i) NYMEX Holdings has not violated and is not in violation of, nor will the consummation of the transactions contemplated by this Agreement give rise to a violation of, any Occupancy Requirement (as defined in the Occupancy Agreement); and
(ii) NYMEX Holdings has not violated and is not in violation of, nor will the consummation of the transactions contemplated by this Agreement give rise to a violation of, the Minimum Requirement (as defined in the Occupancy Agreement).
(d) There are no pending orWith respect to that certain Restrictive Covenant Agreement, to dated as of May 18, 1995, among WFC Tower A Company, Olympia & York Tower B Company, American Express Company, Xxxxxxx Xxxxx/WFC/L, Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, and New York Mercantile Exchange, NYMEX Holdings has not violated and is not in violation of, nor will the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any consummation of the Owned Real Property or Leased Real Propertytransactions contemplated by this Agreement give rise to a violation of, any provision contained therein.
(e) With respect to that certain Grant Disbursement Agreement approved as of June 26, 2002, by New York State Urban Development d/b/a Empire State Development Corporation and The New York Mercantile Exchange, Inc., NYMEX Holdings has not violated and is not in violation of, nor will the consummation of the transactions contemplated by this Agreement give rise to a violation of, the requirements to maintain the Minimum Employment Number (as defined therein).
Appears in 2 contracts
Samples: Merger Agreement (Cme Group Inc.), Merger Agreement (Nymex Holdings Inc)
Real Property. (a) Section 3.10(a) of the Seller Company Disclosure Letter Schedule sets forth a true and complete list of the street locations addresses of all real property owned, directly or indirectly, (i) owned by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business Company (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”), or (ii) leased, subleased or licensed by, or for which a right to use or occupy has been granted to, the Company (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Seller Entities or one Section 3.10(a) of the Transferred Subsidiaries Company Disclosure Schedule also identifies (i) with respect to each Owned Real Property, all Persons that use or occupy such Owned Real Property, and (ii) with respect to each Leased Real Property, each lease, sublease, license or other Contractual Obligation under which such Leased Real Property is occupied or used including the date of and legal name of each of the parties to such lease, sublease, license or other Contractual Obligation, and each amendment, modification or supplement thereto (the “Real Property Leases”).
(b) Except as set forth in Section 3.10(b) of the Company Disclosure Schedule, the Company has good and marketable fee simple title in fee simple (or equivalent title under and to the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Encumbrances other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in on Section 3.10(c) of the Seller Company Disclosure LetterSchedule, neither there are no written or oral leases, subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the Seller Entities nor right of use or occupancy of any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased and there is no Person in possession of any of the Owned Real Property.
(d) There are no The Company has delivered to the Buyer accurate and complete copies of the Real Property Leases, in each case as amended or otherwise modified and in effect, together with extension notices and other material correspondence, lease summaries, notices or memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment agreements related thereto.
(e) No eminent domain or condemnation Action is pending or, to the Company’s Knowledge, threatened, that would preclude or materially impair the use of any Real Property. To the Knowledge of Sellerthe Company, threatened condemnation or similar proceedings against or otherwise relating to the Company’s current use of the Real Property does not violate in any material respect any restrictive covenant of record that affects any of the Owned Real Property or Leased Real Property.
(f) Each Facility is supplied with utilities and other services necessary for the operation of such Facility as the same is currently operated, all of which utilities and other services are provided via public roads or via permanent, irrevocable appurtenant easements benefiting the parcel of Real Property. 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 benefiting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Design & Manufacturing Business as currently conducted.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Mercury Computer Systems Inc)
Real Property. (a) Section 3.10(aThe Company does not own any real property. Schedule 2.5(a) of the Seller Company Disclosure Letter sets forth Schedule contains a true and complete list legal description of each parcel of real property that the Company leases, subleases, licenses, occupies, or uses in connection with the operation of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any business of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether Company as presently conducted or not listed on Section 3.10(a) proposed to be conducted upon completion of the Seller Disclosure Letter, Facility (the “Owned Real Property”). The Seller Entities parcels of Real Property which are leased or one subleased by the Company and which leases or subleases will be assigned to Purchaser at the Closing, as identified on Schedule 2.5(a), are referred to herein as “Leased Real Property”, and the parcels of Real Property which are licensed or sublicensed by the Company and which will be assigned to Purchaser, as identified on Schedule 2.5(a), are referred to herein as “Licensed Real Property”. Except as set forth on Schedule 2.5(a) of the Transferred Subsidiaries has good and marketable title in fee simple (Company Disclosure Schedule, no right to use or equivalent title under the Law occupy any portion of the jurisdiction where the Owned Leased Real Property is locatedhas been granted to any Person other than Company nor are there any parties in possession of any portion of the Leased Real Property, whether as tenants, subtenants, trespassers or otherwise, except the Company.
(b) to each parcel of Owned The Company has a valid leasehold interest in the Leased Real Property, free and clear of all Encumbrances, except for other than Permitted EncumbrancesLiens. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by To the Seller Entities or one Knowledge of the Transferred Subsidiaries of such Owned Company, the Company has a valid license or sublicense to occupy and use the Licensed Real Property. The Company has paid, discharged or reserved for, all lawful claims that, if unpaid, could become an Encumbrance against the Leased Real Property or any portion thereof.
(bc) Section 3.10(b) With respect to each parcel of Leased Real Property and the Seller Disclosure Letter sets forth a true buildings, structures, improvements and complete list of fixtures thereon:
(i) the street location of all real property and interests in real property leased, subleased, licensed No condemnation or otherwise occupied by the Seller Entities or any eminent domain taking of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with or any portion thereof, has occurred. There is no pending, and to the leases relating to such Knowledge of the Company, threatened or contemplated, appropriation, condemnation, eminent domain or like proceeding affecting the Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any part thereof or of the Transferred Subsidiaries pursuant to a lease, sublease, license any sale or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment disposition of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage part thereof in lieu of notice or time or both would result in a material default or breach)condemnation.
(cii) Except for assessments occurring on a regular basis in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letteraccordance with applicable Legal Requirements, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are there is no pending or, to the Knowledge of Sellerthe Company, threatened condemnation contemplated reassessment of any parcel included in the Leased Real Property that is reasonably expected to increase the real estate tax assessment for such properties.
(iii) There is no pending, or similar proceedings against or otherwise relating to any the Knowledge of the Owned Company, contemplated proceeding to rezone any parcel of the Leased Real Property. To the Knowledge of the Company, the uses for which each parcel of the Leased Real Property are zoned do not restrict, or in any manner impair, the current use of the Leased Real Property or the proposed use by the Purchaser. To the Knowledge of the Company, the Company has not received notice of any violation of any applicable zoning law, regulation or other Legal Requirement, related to or affecting the Leased Real Property.
(iv) To the Knowledge of the Company, all buildings, structures and other improvements on the Leased Real Property, including but not limited to driveways, garages, landscaped areas and sewer systems, and all means of access to the Leased Real Property, are located completely within the boundary lines of the Leased Real Property and do not encroach upon or under the property of any other Person or entity. No buildings, structures or improvements constructed on the property of any other Person encroach upon or under the Leased Real Property.
(v) To the Knowledge of the Company, the use of the Leased Real Property, or any portion thereof, does not violate or conflict with (i) any covenants, conditions or restrictions applicable thereto or (ii) the terms and provisions of any contractual obligations relating thereto.
(vi) Except as set forth on Schedule 2.5(c)(vi) of the Company Disclosure Schedule, none of the Leased Real Property is subject to any right of first offer, right of first refusal, option or other agreement for the sale or lease thereof.
(vii) The Company has good and valid rights of ingress and egress to and from all of the Leased Real Property (including between separate parcels included within the Leased Real Property) from and to pipelines (including, but not limited to, pipelines to access the rail loading area) and the public street systems for all usual street, road and utility purposes and other purposes necessary or incidental to the operation of the business of the Company conducted or proposed to be conducted upon completion of the Facility.
(viii) Except as set forth on Schedule 2.5(c)(viii) of the Company Disclosure Schedule, to the Knowledge of the Company, all utilities required for or useful in the operation of the business of the Company either enter the Leased Real Property through adjoining streets and roads, or if they pass through adjoining private land, they do so in accordance with valid public easements. All necessary utilities (including without limitation, water, sewer, electricity and telephone facilities) are available to the Leased Real Property and there exists, to the Knowledge of the Company, no proposed limitation in or reduction of the quality or quantity of utility services to be furnished to the Leased Real Property. Permanent adequate sewage and water systems and connections are available to the Leased Real Property as currently operated.
(ix) No Proceeding is pending or, to the Knowledge of the Company, is threatened, to revoke, suspend, modify or limit any of the permits required under applicable Legal Requirements with respect to its leasehold interest in and use and occupancy of, the Leased Real Property. Except as set forth on Schedule 2.8(d) of the Company Disclosure Schedule, no Permit will be subject to revocation, suspension, modification or limitation as a result of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Blackhawk Biofuels, LLC), Asset Purchase Agreement (Blackhawk Biofuels, LLC)
Real Property. Neither Holdco nor Enginetics owns any real property. Section 5.9 of the Disclosure Schedule contains a complete and accurate description in all material respects of all of the real property leased by Holdco or Enginetics (the “Leased Real Property”) including the amount of the security deposit, if any thereunder, a street address, legal description and the leases, subleases, options and commitments, oral or written, to which Holdco or Enginetics is a party or is otherwise bound or affected relating to the Leased Real Property (the “Leased Real Property Agreements” and each, a “Leased Real Property Agreement”). . The Leased Real Property listed in Section 5.9 of the Disclosure Schedule comprises all material real property interests used in the conduct of the business and operations of Holdco and Enginetics as now conducted. All Leased Real Property is held under leases or subleases that are, in all material respects, valid instruments enforceable in accordance with their respective 21 terms, except as limited by the General Enforceability Exceptions. There are no written or oral modifications, alterations or amendments of or to the Leased Real Property Agreements. Neither Holdco nor Enginetics is in default under any of the terms and provisions of any Leased Real Property Agreement and to Holdco’s Knowledge, no landlord under any lease or sublease for the Leased Real Property is in default of any of its obligations thereunder. To Holdco’s Knowledge, there are no defaults, offsets, counterclaims or defenses pursuant to the Leased Real Property Agreements, and Holdco has not received any notice of any default, offset, counterclaim or defense pursuant to any Leased Real Property Agreement. As of Closing, there will be no agreements in place, and binding upon Buyer, regarding the payment of any leasing commissions to any party with respect to the Leased Real Property. With respect to the Leased Real Property:
(a) No amount payable under any lease or sublease for the Leased Real Property is past due;
(b) Holdco and Enginetics have complied with all material commitments and obligations on their respective parts to be performed or observed in connection with the Leased Real Property;
(c) Holdco has not received any notice of default (other than defaults which have been waived or cured) pursuant to a Leased Real Property Agreement or any other written communication calling upon either Holdco or Enginetics to comply with any provision of a Leased Real Property Agreement or asserting noncompliance and, except for events, and conditions which have been waived or cured; and
(d) Except as set forth on Section 3.10(a) 5.9 of the Seller Disclosure Letter sets forth a true Schedule and complete list except for Permitted Liens, there does not exist any security interest, lien, encumbrance or claim of others (excluding the street locations of all real property owned, directly lessor) created or indirectly, by suffered to exist on the Seller Entities or any of leasehold interest created in connection with the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Leased Real Property”). The Seller Entities or one of the Transferred Subsidiaries Enginetics has good and marketable valid title in fee simple (or equivalent title to the leasehold estates under the Law of the jurisdiction where the Owned Leased Real Property is located) to each parcel of Owned Real PropertyAgreements, free and clear of all Encumbrancesliens, except for Permitted EncumbrancesLiens. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure LetterTo Holdco’s Knowledge, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee current use and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment operation of the Leased Real Property under such Real Property Lease is in compliance in all material respects with all applicable Laws, including without limitation laws relating to parking, zoning and land use, and public and private covenants and restrictions. Neither Holdco nor Enginetics has received written notice of non-compliance with any applicable Laws that has not been disturbedcured, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, except to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to extent any of the Owned Real Property or Leased Real Propertysuch non-compliance would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Standex International Corp/De/), Stock Purchase Agreement (Standex International Corp/De/)
Real Property. (a) Section 3.10(aSchedule 2.01(d) of the Seller Disclosure Letter sets forth contains a true true, complete and complete correct list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The True, complete and correct copies of all deeds to which any Seller Entities or one of is a grantee with respect to the Transferred Subsidiaries has good Owned Real Property, as well as all title insurance policies, opinions and marketable title abstracts, and surveys in fee simple (or equivalent title under the Law of the jurisdiction where connection with the Owned Real Property which are in the possession of or under the control of any Seller have been delivered to Buyer. Schedule 3.09(a)(i) also separately and accurately identifies, in reasonable detail, any and all real property formerly owned by any Seller after January 1, 2015. Each applicable Seller is located) to each parcel the sole owner of the Owned Real PropertyProperty and, except as set forth on Schedule 3.09(a)(ii), holds the Owned Real Property in fee simple, and has good, insurable and marketable title, free and clear of any and all Encumbrances, except for Encumbrances other than Permitted Encumbrances. Except as set forth in Schedule 3.09(a)(iii), no Seller has delivered leased or made available otherwise granted to Buyer true any person the right to use or occupy such Owned Real Property or any portion thereof. Except for this Agreement, there are no current or pending contracts for sale, options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. The only real property used by any Seller in connection with the Business is the Leased Property and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(bSchedule 2.01(e) of the Seller Disclosure Letter sets forth contains a true true, complete and complete correct list of (i) the street location of all real property Leased Property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “all Real Property Leases”) leased . Sellers delivered to the Seller Entities or any of the Transferred Subsidiaries pursuant to a leaseBuyer true, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee complete and (ii) a list correct copies of all Real Property Leases, including all extensions, amendments, supplements and modifications related thereto. With respect Each Seller has good and marketable title to its leasehold interest in the Real Property Leases Leases, free and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1clear of any and all Encumbrances other than Permitted Encumbrances. Schedule 3.09(b)(i) each Real Property Lease is in full force separately and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicableaccurately identifies, in accordance with its terms; reasonable detail, any and (2) the all real property formerly leased by any Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbedafter January 1, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) 2015. Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the on Schedule 3.09(b)(ii), no Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust trust, or otherwise encumbered any interest in the Owned any Real Property Lease. All Real Property Leases are legal, valid, binding, enforceable, and in full force and effect. There is no existing material default under any Real Property Lease by any Seller or, to the Knowledge of Sellers, by any landlord or Leased lessor. No event has occurred that, with notice or lapse of time or both, would constitute a material default by any Seller or, to the Knowledge of Sellers, by any landlord or lessor, or permit termination, modification or acceleration of any Real Property Lease by any landlord or lessor; there are no disputes, oral agreements, or forbearance programs in effect as to any Real Property Lease. Other than Permitted Encumbrances, no Seller has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any Real Property Lease. Except as set forth on Schedule 3.09(b)(iii), the transactions contemplated hereby do not require the consent of any other party to a Real Property Lease, will not result in a breach of or default under any Real Property Lease, and will not otherwise cause any Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following Closing. No Seller is in default of any payment obligation under any Real Property Lease.
(c) The only real property used by the Sellers in connection with their respective Ordinary Course of Business is the Real Property.
(d) There (i) have been no Proceedings or Claims, including condemnation proceedings, related to the Real Property (including Claims by any adjacent property owners relating to the use or operation of the Business), (ii) are no pending or, to the Knowledge of SellerSellers, threatened Proceedings or Claims, including condemnation or similar proceedings against or otherwise relating proceedings, related to any of the Owned Real Property (including Claims by any adjacent property owners relating to the use or Leased operation of the Business), and (iii) are no other matters materially and adversely affecting the current use or occupancy of the Real Property.
(e) No Seller has received any written or oral notice for assessments for public improvements against the Real Property that are delinquent and remain unpaid or that will become due and payable on or prior to the Closing Date, and no such assessment has been proposed.
(f) There are no violations of any Legal Requirement related to the Real Property, no Seller has received notice of any such violation, and no Seller is aware of the basis for any such Claim, by any Person, of any such violation.
(g) Each Seller has received all required approvals of Governmental Authorities (including Permits and certificates of occupancy or other such certificates permitting lawful occupancy and use of the Real Property) required in connection with its use of the Real Property.
(h) All buildings, plants and structures owned or leased by any Seller lie wholly within the boundaries of the Real Property and do not encroach upon the property of, or otherwise conflict with the rights of, any other Person.
(i) Any and all costs for labor and material for the construction, equipment, maintenance or repair of any improvements to the Real Property have been paid in full.
(j) There are no material structural defects in any of the buildings, infrastructure (including walls, roofs or parking areas) or other improvements situated on the Real Property, and all of the building systems are, in all material respects, in good condition and working order, and sufficient to conduct the Business in the manner currently and historically conducted by the applicable Seller and do not require any material repairs or replacements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Industrial Services of America Inc), Asset Purchase Agreement (Industrial Services of America Inc)
Real Property. (a) Section 3.10(aSchedule 4.8 Part (a) of the Seller Disclosure Letter sets forth hereto contains a true ------------- --------------------- complete and complete correct list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries Owned Real Property with a book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively$100,000, whether or not listed on Section 3.10(a) together with a description of the Seller Disclosure Letter, the “each parcel of such Owned Real Property”). The Seller Entities or one of Except as set forth in Schedule 4.8 Part (a) hereto, the Transferred Company and --------------------- the Subsidiaries has have good and marketable fee title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, including the buildings, structures and other improvements thereon, free and clear of all EncumbrancesLiens, except for Permitted EncumbrancesEncumbrances and for utility and similar easements that do not individually or in the aggregate materially impair or adversely effect the use for which such Owned Real Property is currently utilized or the value of such Owned Real Property. Seller The Company or MJD has delivered or made available to Buyer the Buyers true and complete correct copies of all vesting deedsany material title insurance commitments, title reports insurance policies and surveys in MJD's, the Company's or similar documents in its any Subsidiary's possession or control evidencing ownership by the Seller Entities or one relating to each parcel of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(bSchedule 4.8 Part (b) of the Seller Disclosure Letter sets forth hereto contains a true complete and complete correct list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list --------------------- of all Real Property Leases. With respect Leases (i) relating to real property on which switching - equipment is located, (ii) which require annual rental or similar payments of more than -- $50,000 or (iii) which the Real Property Leases and except as would not otherwise be Company deems material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one business or operations --- of the Seller Entities Company or Transferred Subsidiariesany Subsidiary, as applicablesetting forth the address, in accordance with its terms; landlord and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under tenant for each such Real Property Lease has not been disturbedLease, describing the premises and there are no material disputes with respect all improvements leased pursuant to each such Real Property Lease, listing the expiration date of, the current annual rent paid under each such Real Property Lease and no material defaults or breaches exist under any whether such Real Property Lease (contains any renewal or purchase options. Except for the Owned Real Property and the Real Property Leases, no real property is used or occupied by the Company or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Subsidiary.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth on Schedule 4.8 Part (c) hereto, each parcel --------------------- of Owned Real Property and the current use and operation of such real property conform in Section 3.10(c) of all material respects to all restrictive covenants, conditions, easements, building, subdivision, zoning and similar codes and federal, state and local laws, regulations, rules, orders and ordinances and neither MJD nor the Seller Disclosure Letter, neither the Seller Entities Company nor any Subsidiary has received any written notice of the Transferred Subsidiaries have assignedany material violation or claimed violation of any such restrictive covenant, subleasedcondition or easement, transferredor any building, conveyedsubdivision, mortgagedzoning or similar code, deeded in trust or otherwise encumbered any interest in federal, state or local law, regulation, rule, order or ordinance. Except as set forth on Schedule 4.8 Part (c) hereto, no current use of the Owned Real Property by the --------------------- Company or Leased any Subsidiary is dependent on a non-conforming use or other Governmental Approval, the absence of which would cause a Material Adverse Effect. The improvements on the Owned Real PropertyProperty are in good working condition and repair, reasonable wear and tear excepted. Each parcel of Owned Real Property is assessed for real estate tax purposes as a wholly independent lot.
(d) Except as set forth on Schedule 4.8 Part (d) hereto, the --------------------- improvements upon each parcel of real property leased by the Company or any Subsidiary and the current use and operation of such real property conform in all material respects to all restrictive covenants, conditions, easements, building, subdivision, zoning and similar codes and federal, state and local laws, regulations, rules, orders and ordinances and neither MJD nor the Company nor any Subsidiary has received any written notice of any violation or claimed violation of any such restrictive covenant, condition or easement, or any building, subdivision, zoning or similar code, or any federal, state or local law, regulation, rule, order or ordinance. Except as set forth on Schedule 4.8 ------------ Part (d) hereto, the premises which are the subject of the Real Property Leases -------- are zoned for the purposes for which they are currently being used by the Company and the Subsidiaries. The improvements on the real property premises which are the subject of the Real Property Leases are in good working condition and repair.
(e) There are is no pending or, to the Knowledge of SellerMJD, threatened condemnation or similar proceedings against contemplated action to take by eminent domain or otherwise relating to condemn any portion of the Owned Real Property or Leased any portion of any premises which are the subject of the Real Property Leases and neither MJD nor the Company nor any Subsidiary has received written notice thereof. There exists no writ, injunction, decree, order or judgment, nor any litigation, pending or to the Knowledge of MJD, threatened, relating to the ownership, use, lease, occupancy or operation of the Owned Real Property or any of the premises which are the subject of the Real Property Leases, except for the existence of which would not individually or in the aggregate materially impair or adversely effect the use for which such real property is currently utilized or the value of such real property.
(f) Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect. Neither the Company nor any Subsidiary nor, to the Knowledge of MJD, any other party is in material default, violation or breach under any Real Property Lease, and, to the Knowledge of MJD, no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a material default, violation or breach thereunder. No material amount payable under any Real Property Lease is past due. Neither MJD nor the Company nor any Subsidiary has received any written notice of a material default, offset or counterclaim under any Real Property Lease or any other communication asserting non-compliance with any Real Property Lease. Except as set forth on Schedule 4.8 Part(f) hereto, the Company and the -------------------- Subsidiaries have the exclusive right to use and occupy the premises leased under each Real Property Lease. The Company and the Subsidiaries enjoy peaceful and undisturbed possession of the premises leased by the Company and the Subsidiaries under each Real Property Lease. Except as set forth on Schedule -------- 4.8 Part (f) hereto, the Company and each Subsidiary has good and valid title to ------------ the leasehold estate under its respective Real Property Leases, free and clear of all Liens, except for lessors' interests in the Real Property. The Company or MJD has delivered to the Buyers complete and correct copies of the Real Property Leases listed on Schedule 4.8 Part (b) hereto, together, in the case of --------------------- any subleases or similar occupancy agreements, with copies of all overleases.
Appears in 2 contracts
Samples: Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc)
Real Property. (a) Section 3.10(a3.17(a)(i) of the Seller Impax Disclosure Letter sets forth contains a true complete and complete accurate list of the street locations by property, city, state and country of all interests in real property owned, directly or indirectly, currently owned in fee by the Seller Entities or Impax and any of the Transferred its Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Impax Owned Real Property”). The Seller Entities or one Section 3.17(a)(ii) of the Transferred Impax Disclosure Letter contains (i) a complete and accurate list, by property, city, state and country, of all real property currently leased (as lessee), licensed (as licensee) or subleased (as sublessee) by Impax or any of its Subsidiaries (the “Impax Leased Real Property” and, together with the Impax Owned Real Property, collectively, the “Impax Real Property”), and (ii) a description of each Impax Lease and all amendments, modifications and supplements thereto.
(b) The Impax Owned Real Property, together with the Impax Leased Real Property, is sufficient in all material respects for the operation of the business currently conducted by Impax and its Subsidiaries in the ordinary course of business, and Impax and each of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession of the Impax Owned Real Property and the Impax Leased Real Property sufficient for current business and operational use requirements.
(c) Impax and/or its Subsidiaries, as applicable, has good and marketable title in valid fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of all Impax Owned Real Property, free and clear of all Encumbrances, except for any Liens other than Permitted EncumbrancesLiens. Seller Impax has delivered or made available to Buyer Amneal accurate and complete copies of all title insurance policies, title reports and surveys for the Impax Real Property in possession or control of Impax or any of its Subsidiaries. To the Knowledge of Impax, all buildings, plants, structures and other improvements that form a part of the Impax Real Property lie wholly within the boundaries of the land owned or leased by Impax or its Subsidiaries, as applicable, and do not materially encroach upon the property of, or otherwise materially conflict with the property rights of, any other person.
(d) None of the Impax Owned Real Property is subject to any lease, license, or sublease or any material use or occupancy agreement entered into outside of the ordinary course of business pursuant to which Impax or any of its Subsidiaries has granted any third party or third parties the right to use or occupancy of such Impax Owned Real Property (other than Permitted Liens or to Impax or any of its Subsidiaries).
(e) To Impax’s Knowledge, (i) all improvements on the Impax Real Property are structurally sound and in working order sufficient for their normal operation in the manner currently being operated, normal wear and tear excepted and (ii) the utilities servicing the Impax Real Property are adequate for the operation of each facility as it is currently being operated.
(f) The Impax Owned Real Property, and the current use and occupancy thereof, is in material compliance with (i) all applicable building, zoning, subdivision, health and safety and other Laws pertaining to the ownership, construction, use or occupancy of real property, including the Americans with Disabilities Act of 1990, as amended, (ii) all easements, covenants, conditions, restrictions or similar provision in any instrument of record or other unrecorded agreement affecting such property and (iii) any requirements of any Governmental Authority in connection with (A) such Governmental Authority’s consents and/or (B) any entitlements or benefits extended by such Governmental Authority, in both cases, in relation to the use and development of the real property and operation of the facilities thereon. To Impax’s Knowledge, each Impax Lease that requires registration with any Governmental Authority has been duly registered.
(g) To Impax’s Knowledge, no eminent domain, condemnation or other similar proceeding is pending or threatened affecting any of the Impax Owned Real Property, Impax Leased Real Property or any part thereof.
(h) There are no outstanding options, rights of first offer or rights of first refusal to purchase any Impax Owned Real Property or any portion thereof or interest therein.
(i) Each contract, agreement or arrangement (including any option to purchase contained therein) pursuant to which Impax or any of its Subsidiaries leases, licenses or subleases any Impax Leased Real Property (each, an “Impax Lease” and, collectively, the “Impax Leases”) is a written agreement in full force and effect, and is valid, binding and enforceable, subject to proper authorization and execution of each Impax Lease by the other parties thereto and except to the extent that enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ right generally and by general equity principles. Impax has made available to Amneal (in each case, together with all material amendments, assignments, modifications, supplements, waivers or other changes thereto) true and complete copies of all vesting deedsImpax Leases and, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one case of any oral Impax Lease, a written summary of the Transferred Subsidiaries material terms of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leasedImpax Lease, subleased, licensed or otherwise occupied by the Seller Entities to which Impax or any of the Transferred its Subsidiaries with aggregate remaining lease payment in excess is a party. None of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities Impax or any of its Subsidiaries subleases (as sublessor), licenses (as licensor) or grants the Transferred Subsidiaries pursuant use or occupancy of, to a lease, sublease, license or any other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and person (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except other than business invitees in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) business), any portion of the Seller Disclosure LetterImpax Leased Real Property. Except for Permitted Liens, neither the Seller Entities nor none of Impax or any of the Transferred its Subsidiaries have has collaterally assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Propertyany Impax Lease.
(dj) There are exists no pending default or event of default on the part of Impax or any of its Subsidiaries under any Impax Leases or, to Impax’s Knowledge, any other party thereto, in each case that has not been cured and to Impax’s Knowledge, no condition exists that with notice or lapse of time would constitute a default by Impax or any of its Subsidiaries or any other party thereunder, in each case that has not been cured or that has not had or would not reasonably be expected to have, individually or in the Knowledge aggregate, an Impax Material Adverse Effect. None of SellerImpax or any of its Subsidiaries has received written notice of any default or event of default under any Impax Lease, threatened condemnation other than any default or similar proceedings against event of default that has been cured or otherwise that has not had or would not reasonably be expected to have, individually or in the aggregate, an Impax Material Adverse Effect.
(k) The current use and operation of the Impax Leased Real Property in the ordinary course of business of Impax and its Subsidiaries does not violate any Law in any material respect.
(l) None of Impax or any of its Subsidiaries is a party to any contract, agreement or arrangement relating to the future acquisition or development of any Impax Real Property by any third party or the acquisition of any other real property by Impax or any of the Owned Real Property or Leased Real Propertyits Subsidiaries.
Appears in 2 contracts
Samples: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)
Real Property. (a) Section 3.10(a2.15(a) of the Seller Company Disclosure Letter Schedule sets forth a true the address and complete list description of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “each Owned Real Property”). The Seller Entities Except for matters that, individually or in the aggregate, would not have a Company Material Adverse Effect, with respect to each material Owned Real Property: (i) the Company or one of its Subsidiaries (as the Transferred Subsidiaries case may be) has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of such Owned Real Property, free and clear of all EncumbrancesLiens, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents Liens; (ii) except as set forth in its possession or control evidencing ownership by the Seller Entities or one Section 2.15(a) of the Transferred Company Disclosure Schedule, neither the Company nor any of its Subsidiaries of has leased or otherwise granted to any Person the right to use or occupy such Owned Real PropertyProperty or any material portion thereof; and (iii) other than the right of Parent and Merger Sub pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.
(b) Section 3.10(b2.15(b) of the Seller Company Disclosure Letter sets forth Schedule contains a true complete and complete accurate list of all of the existing material leases, subleases or other agreements (icollectively, the “Leases”) under which the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities Company or any of its Subsidiaries uses or occupies or has the Transferred Subsidiaries with aggregate remaining lease payment right to use or occupy, now or in the future, any real property in excess of €25,000,000 for the remainder of the applicable term 1,000 (without any extensions thereofone thousand) and that are primarily used in the Devices & Services Business square feet per site (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Lettersuch property, the “Leased Real Property”). The Company and/or its Subsidiaries enjoy peaceful and undisturbed possession under all such Leases and, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any Knowledge of the Transferred Subsidiaries pursuant to a leaseCompany, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Lease. There are no existing material defaults by the Company beyond any applicable grace period under such Leases. The Leased Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth identified in Section 3.10(c2.15(b) of the Seller Company Disclosure LetterSchedule, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in collectively with the Owned Real Property identified in Section 2.15(a) of the Company Disclosure Schedule, and subject to the Leases, comprises all of the material real property used in the Company’s business. Each of the Company and its Subsidiaries has complied with the terms of all Leases, and all Leases are in full force and effect, except for such non-compliances or failures to be in full force and effect that, individually or in the aggregate, would not have a Company Material Adverse Effect. With respect to each of the Leases: (i) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens on the estate or interest created by such Lease, other than Permitted Liens. The Company has made available to Parent and Merger Sub a true and complete copy of each Lease document with respect to the Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc)
Real Property. Schedule 5.10 sets forth a complete list of all leases of real property by the Company and the Subsidiaries (individually, a “Real Property Lease” and collectively, the “Real Property Leases”). A correct and complete copy of each of the Real Property Leases has been made available to Purchaser. The Company does not own any real property. To the Knowledge of the Company, neither the Company nor any Subsidiary has received any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any Subsidiary under any of the Real Property Leases and, to the Knowledge of the Company, no party to any of the Real Property Leases is in material default thereunder. Each Real Property Lease constitutes the entire agreement to which the Company and/or the Subsidiaries are parties with respect to the real property leased thereunder. The Company and/or a Subsidiary, as applicable, (a) Section 3.10(a) has a good and valid leasehold interest under each of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real PropertyLeases, free and clear of all EncumbrancesLiens other than Permitted Exceptions, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of has not assigned, sublet, transferred, conveyed or deed in trust any interest under the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would There does not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending actual or, to the Knowledge of Sellerthe Company, threatened or contemplated condemnation or similar eminent domain proceedings against or otherwise relating to that affect real property leased under the Real Property Leases, and neither the Company nor any Subsidiary has received any written notice of the Owned intention of any Governmental Body or other Person to take or use all or any part of such leased real property. To the Knowledge of the Company and the Subsidiaries, the real property leased under the Real Property Leases, and all buildings and fixtures thereon owned or Leased Real Propertyleased by the Company or the Subsidiaries, are in good operating condition, normal wear and tear excepted, and are suitable for their current uses.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bailey Lee Ann), Stock Purchase Agreement (Sixx Holdings Inc)
Real Property. (a) Section 3.10(aSeller owns fee simple, beneficial or leasehold interests (as the case may be) in the Real Property described in Schedule 2.1(a), together with those buildings, improvements and fixtures attached to Real Property owned by Seller described in Schedule 2.1(a) and all appurtenances and rights thereto. As of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed dates specified on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) Schedule 3.12 pertaining to each parcel of Owned Real Property that is owned by Seller, the Real Property (excluding any Real Property that is not specifically referenced in connection with the disclosure of Encumbrances) that is owned by Seller was free and clear of any Encumbrances other than the Permitted Real Property Encumbrances, and those described on Schedule 3.4(a). To Seller’s knowledge, no additional Encumbrances that are not Permitted Real Property Encumbrances have been incurred or suffered against the Real Property since the dates specified on Schedule 3.12 pertaining to each parcel of Real Property that is owned by Seller. Schedule 3.12 shall be updated to reflect all additional Encumbrances that are reflected in the title insurance policies and Surveys described in Section 9.6 that constitute Permitted Real Property Encumbrances described in subsection (i), (ii), (iii) or (iv) of the definition of Permitted Real Property Encumbrances or agreed to in writing by Buyer.
(b) The Real Property described in Schedule 2.1(a) comprises all of the real property owned or leased by Seller that is associated with or employed in the current operation of the Hospital Businesses.
(c) At Closing Seller will convey to Buyer fee simple or leasehold interests (as the case may be) in all Real Property, free and clear of all Encumbrances, except for any Encumbrances other than the Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real PropertyEncumbrances.
(d) There are no pending or, to the Knowledge Seller has not received notice of Seller, threatened condemnation or similar proceedings against or otherwise relating to the Real Property or any part thereof.
(e) Except as disclosed on the Surveys, no part of the Real Property contains or is located within any flood plain, navigable water or other body of water, tideland, wetland, marshland or any other area which is subject to special state, federal or municipal regulation, control or protection (other than zoning or other land use regulations customarily applicable to all real estate within the applicable jurisdiction).
(f) Except as set forth on Schedule 3.12, there are no Persons in possession of, or, to Seller’s knowledge, claiming any possession, adverse or not, to or other interest in, any portion of Seller’s interest in the Real Property, other than Seller, whether as lessees, tenants at sufferance, trespassers or otherwise.
(g) Except as set forth in Schedule 3.12, no commitments have been made to any tenant for repairs or improvements other than for normal repairs and maintenance within one year after the Closing Date in excess of $500,000 in the aggregate, or improvements or finish-out work required by the tenants’ Contracts within one year after the Closing Date in excess of $500,000 in the aggregate, and no rents due under any of the Owned Real Property Contracts with tenants have been assigned or Leased Real Propertyhypothecated to, or encumbered by, any Person.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Vanguard Health Systems Inc)
Real Property. (a) Section 3.10(a5.25(a) of the Seller MAF Disclosure Letter sets forth a true and complete list identifies (i) each parcel of the street locations of all real property owned, directly and any improvements on a Leased Premises owned by MAF or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business a MAF Subsidiary (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the each an “Owned Real Property”) and (ii) each real property premises leased by MAF or a MAF Subsidiary, including any ground lease (each a “Leased Premises” and together with Owned Real Properties, the “Real Estate”). The Seller Entities , and lists the corresponding lease for each Leased Premises to which MAF or one of the Transferred Subsidiaries applicable MAF Subsidiary is a party (collectively, the “Lease Agreements”).
(b) MAF or the MAF Subsidiary, as applicable, has good and marketable title in marketable, indefeasible, fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of any and all Encumbrances, except for encumbrances other than Permitted Real Property Encumbrances. Seller MAF and each MAF Subsidiary, if applicable, have valid leasehold interests in and are in possession of the Leased Premises, and in each case, such leasehold interests are free and clear of all Liens, other than Permitted Real Property Encumbrances.
(c) To the Knowledge of MAF, the building, structures and improvements located on, fixtures contained in, and appurtenances attached to, each Real Estate conform and are in compliance with all applicable Laws, including the Americans With Disabilities Act. MAF has not received any notice from a lessor, any Governmental Authority or any other Person requiring any work or repairs to Real Estate that the tenant has not completed in compliance with such notice. To the Knowledge of MAF, in their present state of repair all structural and mechanical components of the facilities serving the Real Estate (including the roof, all heating, ventilation, plumbing and electrical systems used in the operation thereof) are adequate for MAF’s or the applicable MAF Subsidiary’s purposes.
(d) Neither MAF nor any MAF Subsidiary has entered into any sublease, license or assignment of a Leased Premises and, other than MAF or an applicable MAF Subsidiary under the applicable Lease Agreement, there are no Persons physically occupying any portion of a Leased Premises.
(e) No brokerage fees, commissions or any similar payments are owed or payable by MAF or any MAF Subsidiary to any third party in connection with the existence or execution of a Lease Agreement, or in connection with any renewal, expansion or extension of any Lease Agreement.
(f) MAF has delivered or made available to Buyer true National City a correct and complete copies copy of each Lease Agreement, together with all vesting deedsamendments and supplements thereto. Neither MAF nor any MAF Subsidiary is in default under any Lease Agreement, title reports which default is reasonably likely to have, either individually or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectivelyaggregate, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbedMaterial Adverse Effect, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under has not occurred any Real Property Lease (or any occurrence or event that with the passage lapse of time or the giving of notice or time or both would result in constitute such a material default or breach)default.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Maf Bancorp Inc), Merger Agreement (National City Corp)
Real Property. (a) The applicable Transferred FH Companies and their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business), as set forth on Section 3.10(aA(13) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Seller’s Disclosure Letter, have (or immediately prior to the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has Closing will have) good and marketable valid title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is locatedlocal foreign law equivalent) to each parcel of the Owned Real Property, free and clear of all Encumbrances, except for Encumbrances other than Permitted Encumbrances. Seller has delivered or made available to Buyer true Except for Permitted Encumbrances and complete copies of all vesting deeds, title reports or similar documents as disclosed in its possession or control evidencing ownership by the Seller Entities or one Section 3.14(a) of the Seller’s Disclosure Letter, with respect to each parcel of Owned Real Property, no Transferred FH Company and their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) have entered into any lease, sublease, license, option to purchase, right of first refusal, or other similar agreement, written or oral, granting to any Person the present or future right to acquire, use or occupy such parcel of Owned Real Property or any portion thereof. To the Knowledge of Seller, all facilities located on such Owned Real PropertyProperty are supplied with utilities and other services (such as gas, electricity, water, telephone, sanitary sewer and storm sewer) via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel, all of which services are sufficient for the conduct of the FH Business as currently conducted in the ordinary course at that location.
(b) Section 3.10(bA(11) of the Seller Seller’s Disclosure Letter sets forth a true lists all Leases, including the addresses of the applicable Leased Real Property. True, correct and complete list of (i) the street location copies of all real property Leases in effect as of the date hereof relating to the Leased Real Property have heretofore been delivered by Seller to Buyer. To the Knowledge of Seller, all such Leases are valid, binding and interests in real property leased, subleased, licensed or otherwise occupied full force and effect and are enforceable by the Seller Entities lessee thereunder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. To the Knowledge of Seller, no lessee under any Lease relating to Leased Real Property is in material default under any such Lease.
(c) As of the date hereof, none of the FH Share Sellers, the FH Asset Sellers or any of the Transferred FH Companies or their Closing Subsidiaries with aggregate remaining lease payment or the FH Affiliates (in excess of €25,000,000 for the remainder respect of the applicable term (without FH Business) has received any extensions thereof) and written notice from any Governmental Authority that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise is in any violation of any federal, state or municipal law, ordinance, order, regulation or requirement that would, individually or in the aggregate, reasonably be expected to be material to the Devices & Services FH Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no As of the date hereof, none of the Transferred FH Companies or their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) has received any written notice that (i) any condemnation proceeding is pending or, to the Knowledge of Seller, or threatened condemnation or similar proceedings against or otherwise relating with respect to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect or Leased (ii) any material zoning or building code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any Real PropertyProperty in the ordinary course consistent with past practice.
Appears in 2 contracts
Samples: Purchase Agreement (Colfax CORP), Purchase Agreement (Circor International Inc)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, does not directly or indirectlyindirectly own, by the Seller Entities or have any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectivelyrights to acquire, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyany real property.
(b) Section 3.10(bSchedule 5.15(b) lists all of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property therein leased, subleased, licensed subleased or otherwise occupied or used by the Seller Entities or any of the Transferred Subsidiaries (with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) all easements and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letterother rights appurtenant to such property, the “Leased Real Property”, with the leases relating to such ). For each item of Leased Real Property being collectively referred to herein as Property, Schedule 5.15(b) also lists the “Real Property Leases”) leased to lessor, the Seller Entities or any of lessee, the Transferred Subsidiaries pursuant to a lease term, the lease rate, and the lease, sublease, license or other similar agreement under Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller Entities with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full.
(c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased 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 or occupancy of the Transferred Subsidiaries is the lessee Leased Real Property; or sublessee and (ii) a list of all Real Property Leases. With with respect to the each item of Leased Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred SubsidiariesProperty, as applicableset forth in the Lease relating to such item. To Seller’s Knowledge, in accordance with its terms; all buildings, plants, structures and (2) other improvements owned or used by Seller lie wholly within the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment boundaries of the Leased Real Property under such and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property Lease complies with all Laws, including zoning requirements, and Seller has not been disturbed, and there are no material disputes with respect received any notifications from any Governmental Body or insurance company recommending improvements to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Leased Real Property or any other actions relative to the Leased Real Property.
. Seller has delivered to Buyer a copy of each deed and other instrument (das recorded) There are no pending orby which Seller acquired any Leased Real Property and a copy of each title insurance policy, to the Knowledge of Selleropinion, threatened condemnation or similar proceedings against or otherwise abstract, survey and appraisal relating to any of the Owned Leased Real Property in its possession. Seller is not a party to or Leased Real Propertybound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Tire Distributors Holdings, Inc.), Asset Purchase Agreement (American Tire Distributors Holdings, Inc.)
Real Property. (a) Section 3.10(aSchedule 3.11(a) of the Seller Disclosure Letter this Agreement sets forth (i) a true true, complete and complete list accurate list, including addresses, of the street locations of all each leasehold interest in real property ownedleased, directly subleased, or indirectlylicensed by, or for which a right to use or occupy has been granted to, or by, any Group Company (the “Leased Real Property”), and (ii) a true, complete and accurate list, including addresses and property description, of each interest in real property owned by the Seller Entities or any of the Transferred Subsidiaries Group Company (together with book value in excess of €25,000,000 all buildings, fixtures, structures and that are primarily used in the Devices & Services Business (improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property” and, together with the Leased Real Property, the “Real Property”). The Seller Entities Schedule 3.11(a) of this Agreement also identifies, with respect to each Leased Real Property, each lease, sublease, license or one other Contract under which any Group Company occupies or uses such Leased Real Property, including the date of and legal name of each of the Transferred Subsidiaries has good parties to such lease, sublease, license or other Contract (the “Real Property Leases”). Except for the Real Property Leases, there are no written or oral subleases, licenses, concessions, occupancy agreements, services agreements or other Contracts granting to any other Person the right of use or occupancy of the Real Property, there is no Person (other than the Group Companies) in possession or control of the Real Property, and marketable title the Real Property is the only real property used by the Group Companies in the operation of the Business. The Group Companies have a valid and exclusive leasehold interest in and to each of the Leased Real Properties and a valid and exclusive fee simple (or equivalent title under the Law interest in and to each of the jurisdiction where the Owned Real Property is located) to Properties, in each parcel of Owned Real Propertycase, free and clear of all Encumbrances, except for other than Permitted Encumbrances. Seller has delivered or The Group Companies have made available to Buyer true true, complete and complete accurate copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased , in each case as amended or otherwise modified and in effect, together with extension notices and other material correspondence, lease summaries, notices or memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment agreements related to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to each Real Property Lease that is a sublease, the representations and warranties in this Section 3.11(a) are true and correct with respect to the underlying lease. Seller has delivered to Buyer copies of the deeds and other instruments (as recorded) by which each applicable Group Company acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of any Group Company with respect to such parcel.
(b) No Group Company is a party to any agreement or option to purchase any real property (including Leased Real Property) or interest therein, and, except for the Leased Real Property pursuant to the Real Property Leases and except as would not otherwise be material to the Devices & Services BusinessOwned Real Property, the Transferred Subsidiaries and/or the Purchased Assetsno Group Company owns any interest (fee, taken as a whole, (1leasehold or otherwise) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the any real property. The Leased Real Property under such and Owned Real Property Lease has not been disturbedconstitutes all of the real property used, and there are no material disputes with respect to such Real Property Lease and no material defaults managed or breaches exist under occupied by any Real Property Lease (Group Company or any occurrence or event that used in connection with the passage operation of notice or time or both would result in a material default or breach)the Business.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) The current use of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased is, in all material respects, in accordance with the certificates of occupancy relating to the Real Property and the terms of any Permits relating to the Real Property. The Real Property and its current use, occupancy and operation by the respective Group Companies and the Facilities do not (i) constitute a nonconforming use or structure under, and are not in breach or violation of, or default under, any applicable building, zoning, subdivision or other land use or similar Legal Requirements, or (ii) otherwise violate or conflict with any covenants, conditions, restrictions or other Contracts, including the requirements of any applicable Encumbrances.
(d) There are is no pending or, to the Knowledge of Seller, threatened appropriation, condemnation or similar proceedings against Action affecting the Real Property. There has been no material destruction, damage or otherwise relating casualty with respect to the Real Property.
(e) To the Knowledge of Seller, none of the Facilities currently existing on the Leased Real Property encroaches upon any real property of, or easement held by, any other Person, and no Facility of any other Person encroaches on the Leased Real Property. None of the Facilities currently existing on the Owned Real Property encroaches upon any real property of, or Leased easement held by, any other Person and no Facility of any other Person encroaches on the Owned Real Property. Each Facility on the Real Property is supplied with utilities and other services necessary for the operation of such Facility as the same is currently operated or currently proposed to be operated, all of which utilities and other services are provided via public roads or via an easement benefiting the Real Property. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via an easement benefiting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Business.
(f) The Facilities, including all buildings, structures, equipment and improvements that are located on or constitute part of the Real Property, are in good operating condition and repair (subject to normal wear and tear, and subject to non-delinquent routine scheduled maintenance), and are suitable, adequate and sufficient in all material respects for the purposes for which such Facilities are used. There are no material defects in the roof, footings, foundation, sprinkler mains, structural, mechanical and HVAC systems and masonry walls in any of the improvements upon the Real Property other than (i) defects resulting from normal wear and tear, (ii) defects that have not had and would not be reasonably likely to have an adverse effect on the operation of the business operated on such parcel of Real Property, or (iii) defects that would be reasonably expected to be repaired through the ordinary course maintenance or capital improvement program of the Group Companies prior to having an adverse effect on the operation of the business operated on such parcel of Real Property. All Permits necessary in connection with any construction upon, and present use and operation of, the Real Property and the lawful occupancy of the Real Property have been issued by the appropriate Governmental Authorities. Except as set forth on Schedule 3.11(f) of this Agreement, no Group Company has deferred maintenance of the Facilities or Assets in contemplation of the Transactions or otherwise.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)
Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (asuch real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") Section 3.10(a) of and identifies the Seller Disclosure Letter sets forth a true and complete list of the street locations record title holder of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned to all Real Property is located) to each parcel of Owned Real Propertyshown as owned by it on Schedule 4.16, free and clear of all Encumbrances, except for other than Permitted Encumbrances. Seller has delivered or made available the right to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list quiet enjoyment of all Real Property Leasesin which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. With respect to the Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property Leases and except shown as would leased by Seller on Schedule 4.16. Seller has not otherwise be material received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to the Devices & Services Businessviolations of zoning, the Transferred Subsidiaries and/or the Purchased Assetsland use, taken as a wholebuilding, safety or fire ordinances or regulations, (1ii) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities claims any defect or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes deficiency with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease or (iii) requests the performance of any repairs, alterations or other work to or in any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Allegheny Technologies Inc), Asset Purchase Agreement (Allegheny Technologies Inc)
Real Property. (a) Section 3.10(a3.2(r)(i) of the Seller Fxxxxx Disclosure Letter sets forth a true and complete list of the street locations of Schedule lists all material real property owned, directly or indirectly, owned in fee by the Seller Entities Fxxxxx or any of the Transferred its Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Fxxxxx Owned Real Property”) or leased by Fxxxxx or any of its Subsidiaries as lessee (the “Fxxxxx Leased Real Property”). The Seller Entities Fxxxxx or one any of the Transferred its Subsidiaries has owns good and marketable valid title in fee simple (or equivalent title under to the Law of the jurisdiction where the Fxxxxx Owned Real Property is located) and has valid and enforceable leasehold interests under the leases with respect to each parcel of Owned the Fxxxxx Leased Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of Liens other than (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee Permitted Liens and (ii) a list easements, covenants, rights-of-way and other encumbrances or restrictions, whether recorded or referred to in an applicable lease or unrecorded, which do not materially impair the continued use of all the property subject thereto as currently used, but in no event, with respect to clauses (i) and (ii), environmental or Tax Liens, judgments, lis pendens or any Lien that would render the title to the Fxxxxx Owned Real Property Leasesuninsurable by a reputable title insurance company. With All of the improvements located on any Fxxxxx Owned Real Property or Fxxxxx Leased Real Property are in good condition and repair (subject to normal wear and tear) without any structural defects of any kind. Except as set forth in Section 3.2(r)(i) of the Fxxxxx Disclosure Schedule, each material lease with respect to the Fxxxxx Leased Real Property Leases is valid, unmodified and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes subleases with respect to such the Fxxxxx Leased Real Property Lease and no material defaults or breaches exist under Property. Neither any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities landlord nor Fxxxxx nor any of its Subsidiaries party to any material lease with respect to the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Fxxxxx Leased Real Property is in monetary or Leased Real Propertyother material default under any such lease.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Apogent Technologies Inc)
Real Property. (a) Section 3.10(a3.17(a) of the Seller Disclosure Letter Schedule, sets forth a true each parcel of real property owned by Real Estate Seller or the Seller and complete list used in or necessary for the conduct of the street locations of Business at the Facilities as currently conducted (together with all real property ownedbuildings, directly or indirectlyfixtures, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 structures and that are primarily used in the Devices & Services Business (improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “"Owned Real Property”"), including with respect to each property, the address location and use. The Seller Entities or one and/or Real Estate Seller have delivered to Purchaser copies of the Transferred Subsidiaries has good deeds and marketable title in fee simple other instruments (as recorded) by which Seller or equivalent title under the Law Real Estate Seller acquired such parcel of the jurisdiction where the Owned Real Property is located) Property, and copies of all title insurance policies, opinions, environmental site assessments and/or reports, abstracts and surveys in the possession of Real Estate Seller or Seller with respect to such parcel. With respect to each parcel of Owned Real Property:
(i) Real Estate Seller and/or Seller has good and marketable fee simple title, free and clear of all Encumbrancesencumbrances, except for Permitted Encumbrances. Seller has those encumbrances identified in Section 2.7 and set forth on title policy(ies) to be delivered in conjunction with the transfer of Owned Real Property; and
(ii) there are no unrecorded outstanding options, rights of first offer or made available rights of first refusal to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of purchase such Owned Real PropertyProperty or any portion thereof or interest therein.
(b) Section 3.10(b3.17(b) of the Seller Disclosure Letter Schedule sets forth a true and complete list each parcel of (i) the street location of all real property leased by Seller (together with all rights, title and interests interest of Seller in real property leasedand to leasehold improvements relating thereto, subleasedincluding, licensed but not limited to, security deposits, reserves or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment prepaid rents paid in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (connection therewith, collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with the leases relating respect thereto, pursuant to such which Seller holds any Leased Real Property being collectively referred to herein as (collectively, the “Real Property Leases”) leased ). Seller has delivered to the Seller Entities or any Purchaser a true and complete copy of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all each Real Property LeasesLease. With respect to the each Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, Lease:
(1i) each such Real Property Lease is valid, binding, enforceable and in full force and effect, valid and binding, Seller enjoys peaceful and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ undisturbed possession and quiet enjoyment of the Leased Real Property Property;
(ii) Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a material breach or default, and Seller has paid all rent due and payable under such Lease through the date hereof;
(iii) 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 default by Seller under any of the Real Property Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Real Property Lease has not been disturbed, and there are no material disputes exercised any termination rights with respect thereto;
(iv) Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence portion thereof; and
(v) Seller has not pledged, mortgaged or event that with the passage of notice or time or both would result otherwise granted a Lien on its leasehold interest in a material default or breach)any Leased Real Property.
(c) Except in the ordinary course of business or as permitted under listed on Section 5.1 or as set forth in Section 3.10(c3.17(c) of the Disclosure Schedule, Seller Disclosure Letter, neither the Seller Entities nor has not received any written notice of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust (i) violations of building codes and/or zoning ordinances or otherwise encumbered any interest in other Applicable Laws affecting the Owned Real Property or Leased Real Property.
, (dii) There are no existing, pending or, to the Knowledge of Seller, or threatened condemnation proceedings affecting the Owned Real Property or Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar proceedings against or otherwise relating matters which could reasonably be expected to any materially and adversely affect the operation of the Owned Real Property or Leased Real PropertyProperty as currently operated.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Shiloh Industries Inc), Asset Purchase Agreement
Real Property. (aSchedule 2.1(d) Section 3.10(a) of the Seller Disclosure Letter sets forth contains a true and complete list description (including a legal description of Owned Property) of all land, leaseholds, licenses, rights of way and access, and interests of every kind and description in and to real property, buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances that are owned, leased or held by the Entravision Parties as of the street locations date hereof for use principally in connection with the operation of all the Entravision Stations. The Entravision Parties have fee simple title to the real property owneddescribed on Schedule 2.1(d) as being so owned (the “Owned Property”). The Entravision Parties lease, directly or indirectlyas lessee, by the Seller Entities or any of premises described on Schedule 2.1(d) as being so leased (the Transferred Subsidiaries “Leased Property” and with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure LetterOwned Property, the “Owned Real Property”). The Seller Entities or one Entravision Parties lease, as lessor, the premises described on Schedule 2.1(d) as being so leased.
(a) As to the Owned Property, the Entravision Parties have good, valid and marketable fee simple title to such real property and all buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances thereon, free and clear of all Liens other than Permitted Liens. Included as Schedule 3.12(a) is a copy of all title insurance policies in favor of the Transferred Subsidiaries has good and marketable title in fee simple (Entravision Parties or equivalent title under the Law any Affiliate thereof or any mortgagee of the jurisdiction where any such Person applicable to the Owned Real Property is locatedProperty, if any.
(b) As to each parcel of Owned Real the Leased Property, the Entravision Parties have good title to their interest in such Leased Property, free and clear of all Encumbrances, except for Liens other than Permitted EncumbrancesLiens. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one All of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Leased Property Lease are set forth on Schedule 3.15, and no material defaults or breaches exist under any Real the Entravision Parties are, and have been since the beginning of the applicable lease, in peaceable possession of such Leased Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)and have enforceable rights to non-disturbance and quite enjoyment therein.
(c) Except The Real Property and all buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances thereto, and the roof, walls and other structural components which are part thereof, and the heating, air conditioning, plumbing, electrical and other mechanical facilities thereof, are (1) in good operating condition and repair (reasonable wear and tear excepted), (2) in compliance in all material respects with applicable zoning Laws and the ordinary course of business or as permitted under Section 5.1 or as set forth building, health, fire and environmental protection Laws, (3) without structural defects, and (4) without need for any repairs (other than normal routine maintenance) in Section 3.10(c) order to maintain them in good condition and repair. All necessary utility services for the operation of the Seller Disclosure LetterSale Assets, neither including but not limited to electric power and natural gas service, are available to the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property. The Real Property has adequate pedestrian and vehicular access by way of public access or Leased valid easements or right of ways and all such rights have been recorded as necessary with the appropriate Governmental Entity. All buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances used in connection with the Entravision Stations are located entirely on the Real Property, including, without limitation, any guy wires or ground system wires associated with the Entravision Stations’ antenna towers.
(d) There are no pending or, to the Knowledge The Entravision Parties have not received any notice of Seller, threatened condemnation or similar of eminent domain proceedings against or otherwise relating to negotiations for the purchase in lieu of condemnation of any of the Owned Real Property or Leased the improvements thereto, and no condemnation or eminent domain proceedings or negotiations have been commenced or threatened in writing in connection with the Real PropertyProperty or the improvements thereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Entravision Communications Corp), Asset Purchase Agreement (Univision Communications Inc)
Real Property. (a) Section 3.10(a4.13(a) of the Seller Company Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, and interests in real property owned in fee simple by the Seller Entities Company or any of the Transferred its Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”), together with the street address of such Owned Real Property. The Seller Entities Except as has not had, and would not reasonably be expected to have, individually or one of in the Transferred aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries has have good and marketable title (or good and indefeasible title with respect to Owned Real Property in Texas), in fee simple (or equivalent title under the Law simple, free and clear of the jurisdiction where all Liens other than Permitted Liens, to the Owned Real Property is located(including the buildings, structures and other improvements thereon and fixtures thereto).
(b) Section 4.13(b) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each lease, and any material licenses, subleases and occupancy agreements (the “Real Property Leases”), with respect to each parcel all property leased, licensed, subleased or otherwise used or occupied by the Company or its Subsidiaries (the “Leased Real Property”), together with the street address of Owned such Leased Real Property. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has a good and valid leasehold estate in the Leased Real Property, free and clear of all EncumbrancesLiens, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deedsLiens, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases are legal, valid, binding and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid subject to proper authorization and bindingexecution of such lease by the other party thereto and the Enforceability Exceptions. Except as has not had, and enforceable against one would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of the Seller Entities or Transferred Subsidiaries, as applicable, its Subsidiaries has received written notice that it is in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property default in any material respect under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such any Real Property Lease and no material defaults event or breaches exist condition has occurred since the Lookback Date, or currently exists, which constitutes or could constitute (with or without notice, the happening of any event and/or the passage of time) a default or breach under any Real Property Lease (or any occurrence or event that with on the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) part of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust Company or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending its applicable Subsidiary or, to the Knowledge of Sellerthe Company, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Propertyother party thereto.
Appears in 2 contracts
Samples: Merger Agreement (Darden Restaurants Inc), Merger Agreement (Chuy's Holdings, Inc.)
Real Property. (a) Section 3.10(aThe Leased Real Property shown on Schedule 3.11(a) of the Seller Contributor Disclosure Letter sets forth a true Schedule is all the Leased Real Property (including leased propane storage facilities and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(aterminals) of the Seller Propane Group Entities for which the monthly rent exceeds $1,800. Schedule 3.11(a) of the Contributor Disclosure Letter, Schedule shows for each such Leased Real Property (i) the “street address and (ii) the current use of such parcel of Leased Real Property.
(b) The Owned Real Property shown on Schedule 3.11(b) of the Contributor Disclosure Schedule is all the Owned Real Property (including owned propane storage facilities and terminals) of the Propane Group Entities valued by the applicable Propane Group Entity at more than $750,000. Schedule 3.11(b) of the Contributor Disclosure Schedule shows for each such Owned Real Property (i) the street address and (ii) the current use of such parcel of Owned Real Property”). The Seller Entities or one .
(c) All of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is locatedowned by a Propane Group Entity, free and clear of all Liens, other than Permitted Liens.
(d) to Assuming good fee title vested in the applicable landlord, a Propane Group Entity has a valid and binding leasehold interest in each parcel of Owned Leased Real Property, free and clear of all EncumbrancesLiens, except for other than Permitted EncumbrancesLiens. Seller has delivered or made available to Buyer true True and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 leases for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not identified on Schedule 3.11(a) of the Contributor Disclosure Schedule have been disturbed, and there are no material disputes with respect made available to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Acquirer.
(ce) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(cSchedule 3.11(e) of the Seller Contributor Disclosure Letter, neither Schedule lists all of the Seller Entities nor written lease agreements pursuant to which a Propane Group Entity is a landlord or sublandlord under a lease with monthly rental payments greater than $1,800 per month at any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the material Owned Real Property or Leased Real Property. As of the Execution Date, to the Contributor Parties’ Knowledge, no such Propane Group Entity has received any written notice of default from the tenant or subtenant under any such lease or sublease nor, to the Contributor Parties’ Knowledge, is the tenant or subtenant under any such lease or sublease in default beyond all applicable grace, notice and cure periods.
(df) There are is no pending or, to the Contributor Parties’ Knowledge, threatened condemnation, expropriation, requisition (temporary or permanent) or similar proceeding with respect to any Transferred Site as of the Execution Date, or, to the Contributor Parties’ Knowledge, has been threatened in writing.
(g) The Propane Group Entities have made available to Acquirer true, legible and complete copies of each deed for each parcel of Owned Real Property and to the extent such documents are in the possession or control of the Contributor Parties, all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other Liens, title documents related to the Real Property. To the Knowledge of Sellerthe Contributor Parties, threatened condemnation (i) a Propane Group Entity is in peaceful and undisturbed possession of each parcel of Real Property, (ii) there are no contractual restrictions that preclude or similar proceedings against restrict the ability to use the Real Property for the purposes for which it is being used as of the Execution Date, and (iii) all existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, internet access and other utilities required for the construction, use, occupancy, operation and maintenance of the Real Property are adequate for the conduct of the business as it is conducted as of the Execution Date. To the Knowledge of the Contributor Parties, there are no material latent defects or otherwise relating to material adverse physical conditions affecting the Real Property or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Real Property. Except as shown on Schedule 3.11(e) of the Contributor Disclosure Schedule, (i) the Propane Group Entities have not leased any parcel or any portion of any parcel of Owned Real Property to any other Person and no other Person has any rights to the use, occupancy or Leased Real Propertyenjoyment thereof pursuant to any lease, license, occupancy or other agreement for which the monthly rental payments exceed $1,800, and (ii) no Propane Group Entity has assigned its interest under any lease listed in Schedule 3.11(a) of the Contributor Disclosure Schedule to any third party.
Appears in 2 contracts
Samples: Contribution and Redemption Agreement (Energy Transfer Partners, L.P.), Contribution and Redemption Agreement (Amerigas Partners Lp)
Real Property. (a) Section 3.10(aSchedule 4.20(a)(i) of the Seller Disclosure Letter sets forth a true true, correct, and complete list of all Owned Real Property and identifies the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed record owner thereof. Except as set forth on Section 3.10(a) of the Seller Disclosure LetterSchedule 4.20(a)(ii), the “Owned Real Property”). The Seller Entities Company or one of the Transferred its Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the to all Owned Real Property is located) Property, subject only to any Permitted Liens. For each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller the Company has delivered or made available to Buyer true and complete Industrea copies of all current vesting deeds, title reports insurance policies, surveys for the Owned Real Property, in each case, to the extent in the Company’s possession. There are no outstanding options, rights of first refusal, rights of first offer or similar documents in its possession other agreements for the purchase of all or control evidencing ownership any portion of any of the Owned Real Property. For each parcel of Owned Real Property, the Company has delivered to Industrea copies of all current leases, licenses, and other occupancy agreements entered into by the Seller Entities Company or any of its Subsidiaries as landlord, licensor or owner of the Owned Real Property collectively, the “Company Leases”). All Company Leases including all amendments, modifications, supplements thereto have been made available in the electronic data room to Industrea. The Company and its Subsidiaries have performed and observed in all material respects all covenants, conditions and agreements required to be performed or observed by the applicable Company or its Subsidiaries in connection with the Company Leases. Neither the Company nor its Subsidiaries are in default under any of the Company Leases and, to the knowledge of the Company, no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default on the part of the Company or any of its Subsidiaries. To the knowledge of the Company, no tenant, licensee or other occupant is in default under any of the Company Leases and no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default by the tenant, licensee or occupant. The Company has made available in electronic data room to Industrea a true, correct and complete copy of all Company Leases.
(b) Schedule 4.20(b)(i) sets forth a true, correct and complete list of (a) each Leased Real Property and (b) all leases, subleases, licenses and other agreements allowing for the lease, use or occupancy of such Leased Real Property by the Company or its Subsidiaries (along with all amendments, modifications and supplements thereto) (collectively, the “Leases”) and the parties to each such Lease that, with respect to subsection (b), require aggregate annual rental payments in excess of $100,000. Except as set forth on Schedule 4.20(b)(ii), (i) the Company or one of its Subsidiaries has a valid and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject to the Transferred Remedies Exceptions and any Permitted Liens and (ii) neither the Company nor any of its Subsidiaries has received any written notice from any lessor, licensor or other counterparty of such Leased Real Property of, nor does the Company or any of its Subsidiaries have knowledge of the existence of, any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by any party to the Leases. The Company has made available in electronic data room to Industrea a true, correct and complete copy of all Leases.
(c) The buildings, material building components, structural elements of the improvements, roofs, foundations, parking and loading areas, mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and fire/life safety systems) within any improvements of the Owned Real Property or Leased Real Property are in good working condition and repair and sufficient for the operation of the business by Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has received notice of (i) any condemnation, eminent domain or similar proceedings affecting any parcel of Owned Real Property or Leased Real Property, (ii) any special assessment or pending improvement liens to be made by any Governmental Authority, or (iii) violations of any building codes, zoning ordinances, governmental regulations or covenants or restrictions affecting any Owned Real Property or Leased Real Property. There are no recorded or unrecorded agreements, easements, or encumbrances that materially interfere with the continued operation of the business as currently conducted on all Owned Real Property and Leased Real Property.
(bd) Section 3.10(b) All water, gas, electrical, stream, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems servicing each parcel of Owned Real Property and, to the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leasedCompany’s knowledge, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein are sufficient for the continued operation of the business of the Company and its Subsidiaries as currently conducted in all material respects.
(e) No portion of the “Owned Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has suffered damage by fire or other casualty loss which has not been disturbed, repaired and there are no restored to its original condition in all material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)respects.
(cf) Except in Neither the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities Company nor any of the Transferred its Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust has received any written notice from any insurance company of defects or otherwise encumbered any interest inadequacies in the Owned Real Property or Leased Real PropertyProperty that would affect the insurability of any parcel or may cause or result in any material amendment (including material increase of premiums).
(dg) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the The Owned Real Property or and the Leased Real PropertyProperty constitutes all of the real property used in the operation of the Company’s business.
Appears in 2 contracts
Samples: Merger Agreement (Industrea Acquisition Corp.), Merger Agreement
Real Property. (a) Other than the leased or occupied real property listed in Section 3.10(a) 3.14 of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business Schedule (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Leased Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good ,” and marketable title in fee simple (or equivalent title each Contract under the Law of the jurisdiction where the Owned which any Leased Real Property is located) to leased or occupied by any Seller is a “Real Property Lease”), no Seller owns any right, title or interest in any real property that is used in any manner in connection with the Outlet Business or that will become an Acquired Asset. Sellers, considered collectively, have a valid leasehold interest in each parcel of Owned Leased Real Property, free and clear of any Encumbrance other than any Permitted Encumbrance. There are no parties in possession of the Leased Real Property other than the applicable Seller. No Leased Real Property has suffered any material damage by fire or other casualty that has not been repaired and restored in all Encumbrancesmaterial respects. As of the date hereof, except for Permitted Encumbrancesno party to any Real Property Lease has exercised any termination right with respect thereto. All rent and other sums and charges payable by the applicable Seller as tenant thereunder are current. No Seller has delivered or made available received written notice from any insurance company that such insurance company will require any alteration to Buyer true and complete copies any Leased Real Property for continuance of all vesting deedsa policy insuring such property (other than any notice of alteration that has been completed), title reports or similar documents in its possession or control evidencing ownership by to the Seller Entities or one of extent that such alteration is the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder responsibility of the applicable term Seller. No Seller is contesting any operating cost, real estate Tax or assessment or other charge payable by such Seller under any Real Property Lease. No Seller has exercised any (without if any) option under any extensions thereof) Real Property Lease to purchase the real property subject to such Real Property Lease. There are no material capital expenditures, to any Sellers’ Knowledge, required to be made by Buyer in connection with the Leased Real Property in order to comply with any Real Property Lease or Applicable Laws or any insurance requirements of any Seller or any landlord under any Real Property Lease. All buildings, structures, facilities, and that are primarily used in the Devices & Services Business other improvements (collectively, whether “Improvements”) are in good operating condition and repair, subject to normal wear and maintenance given their relative ages. To any Seller’s Knowledge, all Permits that are required or not listed on Section 3.10(b) of appropriate to use or occupy the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee currently conducted thereon have been issued and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is are in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Asset Purchase Agreement (G Iii Apparel Group LTD /De/), Asset Purchase Agreement (PreVu, INC)
Real Property. (a) Section 3.10(a3.10(a)(i) of the Seller Disclosure Letter sets forth a true and complete list Schedules identifies all of the street locations of all real property owned, directly or indirectly, by underlying the Seller Entities or any of Rolling Mill and associated with the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Rolling Mill Business (collectivelythe “Rolling Mill Real Property”), whether or not listed on and Section 3.10(a3.10(a)(ii) of the Seller Disclosure LetterSchedules identifies all real property underlying the Smelter and the Power Plant and the business and operations thereof (such real property, the “Owned Smelter and Power Plant Real Property” and together with the Rolling Mill Real Property, collectively, the “Real Property”). The Seller Entities , in each case owned by the Company or one any Affiliate thereof, and each sets forth the and acreage of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned the Real Property. Except as set forth in Section 3.10(a)(iii) of the Seller Disclosure Schedules, the Company has good, valid and indefeasible title to, the Rolling Mill Real Property free and clear of all Encumbrances, except for Encumbrances other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents Except as set forth in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b3.10(a)(iv) of the Seller Disclosure Letter sets forth a true and complete list of Schedules, neither the Company nor any Affiliate thereof has (i) the street location of all real property and interests in real property leased, subleased, licensed offered or otherwise occupied by the Seller Entities agreed to sell or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to grant a lease, subleaseleasehold, license or other similar agreement under which interest in all or any portion of the Seller Entities Rolling Mill Real Property to any Person, nor granted to any Person a right or option to purchase, right of first refusal or right of first offer to acquire such Rolling Mill Real Property or such interest therein or (ii) has leased, or granted any other possessory or occupancy interest in, the Rolling Mill Real Property to any Person, and no Persons other than the Company and its Affiliates are in possession of any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Rolling Mill Real Property LeasesProperty. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there There are no material disputes with respect to such unrecorded restrictions, covenants or other agreements restricting the development, use or occupancy of any portion of the Rolling Mill Real Property Lease and no material defaults which have not been provided to Buyer on or breaches exist under any Real Property Lease (or any occurrence or event that with prior to the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) date hereof. There are no pending oror filed Actions or proceedings regarding real property Tax assessments against the Rolling Mill Real Property, nor has Seller, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) retained any Person to represent Seller, the Company and/or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) in connection with any such Actions or proceedings or the filing thereof. Prior to the date hereof, copies of the most recent deeds, surveys and title reports pertaining to the Rolling Mill Real Property in the reasonable possession or control of the Company or the Seller or their respective Affiliates, have been made available to Buyer, which copies, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Propertyare true, complete and correct.
Appears in 2 contracts
Samples: Purchase Agreement (Alcoa Corp), Purchase Agreement (Kaiser Aluminum Corp)
Real Property. (a) Section 3.10(a5.19(a) of the Seller Vistana Disclosure Letter Schedule sets forth a true and complete list the common address, as of the street locations date hereof, of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Vistana Owned Real Property”). The Seller Vistana Entities or one of the Transferred Subsidiaries has have good and marketable title in fee simple title (or equivalent title under the Law of the jurisdiction where the Owned Real Property is locatedapplicable local equivalent) to each parcel of all Vistana Owned Real Property, free and clear subject to any Permitted Liens. As of all Encumbrancesthe date hereof, except for Permitted Encumbrances. Seller no Vistana Entity has delivered or made available to Buyer true and complete copies received written notice of all vesting deedsany pending condemnation, title reports expropriation, eminent domain or similar documents in its possession Action affecting all or control evidencing ownership by the Seller Entities or one any material portion of the Transferred Subsidiaries of such Vistana Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property . No Vistana Entity has leased, subleasedlicensed, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Vistana Owned Real Property, other than in the ordinary course of business.
(b) Section 5.19(b) of the Vistana Disclosure Schedule sets forth the common address, as of the date hereof, of all Vistana Leased Real Property. The Vistana Entities have a valid and enforceable leasehold estate in all Vistana Leased Real Property, subject to the Remedies Exception and any Permitted Liens. No Vistana Entity, nor, to the knowledge of Vistana, as of the date hereof, any other party thereto, is in breach of or default under any Contract pursuant to which the Vistana Entities occupy any Vistana Leased Real Property. No Vistana Entity has, as of the date hereof, received any written notice from any lessor of such Vistana Leased Real Property of any breach of or default under any such Contract pursuant to which the Vistana Entities occupy any Vistana Leased Real Property by any Vistana Entity (in each case, with or without notice or lapse of time or both), which breach or default has not been cured. No Vistana Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the tenant’s interest in the Vistana Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Real Property. (a) Section 3.10(aSchedule 3.11(a) of the Seller Disclosure Letter sets forth a true and complete list of Schedules lists the street locations address of all each parcel of real property owned, directly or indirectly, owned by the Seller Entities SLP Subsidiary or any of included in the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business Assets (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities Sellers or one of the Transferred Subsidiaries has SLP Subsidiary have good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of all Owned Real Property, free and clear of all Encumbrances, except for other than Permitted Encumbrances. Seller has delivered or In addition, with respect to each parcel of Owned Real Property,
(i) the Sellers have made available to the Buyer true and complete copies of all vesting deeds, title reports the deeds and other instruments (as recorded) by which the Sellers or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of SLP Subsidiary acquired such Owned Real PropertyProperty interests;
(ii) the Sellers and the SLP Subsidiary have 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 or outstanding options, rights of first offer, rights to purchase or use, or rights of first refusal, or other preferential rights to purchase or use such Owned Real Property or any portion thereof or interest therein, or Contract relating to the right to receive any portion of the income or profits from the sale, operation or development thereof, and the Sellers and the SLP Subsidiary do not hold any option and are not subject to any contractual obligation to purchase or otherwise acquire an interest in any real property.
(b) Section 3.10(bSchedule 3.11(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) Schedules lists the street location address of all each parcel of leased real property and interests in real property leased, subleased, licensed or otherwise occupied leased by the Seller Entities SLP Subsidiary or any of included in the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term Assets (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”), the identity of the lessor and lessee of each such parcel of Leased Real Property, each lease agreement with the leases relating respect to such Leased Real Property being collectively referred and each amendment, extension, renewal, assignment and guaranty relating to herein each lease. The Sellers or the SLP Subsidiary, as applicable, have a good and valid title to the leasehold estate under each such lease of the Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances, and the Sellers or the SLP Subsidiary, as applicable, have the exclusive right to occupy and enjoy peaceful and undisturbed possession of all Leased Real Property for the full term of the lease thereof. All leases in respect of the Leased Real Property are in full force and effect and none of the Sellers or the SLP Subsidiary have received any written notice of a breach of default thereunder. The Sellers have made available to the Buyer true and correct copies of the leases (and all amendments thereto) by which the Sellers and the SLP Subsidiary have acquired such Leased Real Property interests.
(c) The Real Property, and the improvements, buildings and structures thereon (the “Improvements”), (i) constitute all of the Real Property Leases”) leased to used in the Seller Entities or any operation of the Transferred Subsidiaries pursuant to a leaseBusiness, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) may continue to be used for the operation of the Business as currently operated by the Sellers and the SLP Subsidiary after the Closing, and (iii) comply with all federal, state, or local building, zoning, health, safety, platting, subdivision or other Laws. To the Knowledge of the Sellers, all of the Improvements are structurally sound and adequately supported by the soils and foundations thereunder and are free from material defects, any need for material repairs, deferred maintenance and pest infestation or damage. No Improvement encroaches upon any other real property, and there are no encroachments by other buildings or improvements onto the Real Property. None of the Improvements are located in a list flood hazard area, or are prior, nonconforming structures under either the applicable zoning regulations or the applicable building codes.
(d) To the Knowledge of all the Sellers, there are no pending, threatened, or contemplated condemnation, expropriation or other Action (nor is there any basis for any such Action) affecting the Real Property Leases. With Property, or any part thereof, or of any assessments made or threatened with respect to the Real Property Leases and except as would not otherwise be material or any part thereof, or of any sales or other disposition of the Real Property, or any part thereof, in lieu of condemnation.
(e) The Sellers, with respect to the Devices & Services Business, and the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and bindingSLP Subsidiary do not own or hold, and enforceable against one are not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Seller Entities Real Property, or Transferred Subsidiariesany portion thereof or interest therein.
(f) The Sellers, as applicablewith respect to the Business, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of SLP Subsidiary do not owe any money to any architect, contractor, subcontractor or materialmen for labor or materials performed, rendered or supplied to or in connection with the Leased Real Property under such Real Property Lease has not been disturbedProperty, and there are is no material disputes with respect construction or other improvement work being done at nor is there any construction or other improvement materials being supplied to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Asset and Share Purchase Agreement, Asset and Share Purchase Agreement (Enpro Industries, Inc)
Real Property. (a) Section 3.10(a3.11(a) of the Seller Sellers’ Disclosure Letter sets forth a true and complete list of the street locations of Schedule lists all real property ownedand all interests in real property, directly in each case that is leased or indirectly, occupied by the Seller Entities Company or any of that the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used Company has the right to occupy, now or in the Devices & Services Business future (collectivelyeach, whether written or not listed oral, being a “Real Property Lease” and any real property leased or occupied under a Real Property Lease being “Leased Real Property”). Except as set forth on Section 3.10(a3.11(a) of the Seller Sellers’ Disclosure Letter, Schedule (the “Owned Real Property”). The Seller Entities or one , the Company does not own, and has not ever owned, any real property.
(b) All of the Transferred Subsidiaries has good land, buildings, structures and marketable title other improvements used by the Company in fee simple the conduct of its business are included in the Leased Real Property and Owned Real Property. Except for the Real Property Leases, there is no lease (including sublease) or equivalent title under occupancy agreement in effect with respect to any Leased Real Property. There is no pending or, to the Law Knowledge of the jurisdiction where the each Seller, Threatened Proceeding regarding condemnation or other eminent domain Proceeding affecting any Leased Real Property or Owned Real Property is located) to each parcel or any sale or other disposition of any Leased Real Property or Owned Real PropertyProperty in lieu of condemnation. No Leased Real Property or Owned Real Property has suffered any material damage by fire or other casualty that has not been repaired and restored in all material respects.
(c) The Company has a valid leasehold interest under each Real Property Lease, subject to any Enforcement Limitation. The Company is not in default or otherwise in breach under any Real Property Lease and, to the Knowledge of each Seller, no other party is in default or otherwise in breach thereof. To the Knowledge of each Seller, no party to any Real Property Lease has exercised any termination right with respect thereto. The Company has provided to Buyer a true, correct and complete copy of each Real Property Lease. Each Real Property Lease is in full force and effect and constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties. All rent and other sums and charges payable by the Company as tenant thereunder are current. No party to any Real Property Lease has repudiated any provision thereof and there is no dispute, oral agreement or forbearance program in effect with respect to any Real Property Lease. The Company has good title to the leasehold estate and other rights of the tenant with respect to the property affected by each Real Property Lease, free and clear of all Encumbrances, except for any Permitted EncumbrancesEncumbrance. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease The Company has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending received written or, to the Knowledge of each Seller, threatened condemnation or similar proceedings against or otherwise relating oral notice from any insurance company that such insurance company will require any alteration to any Leased Real Property for continuance of a policy insuring such property or the maintenance of any rate with respect thereto (other than any notice of alteration that has been completed), to the extent that such alteration is the responsibility of the Owned Real Property or Leased Real PropertyCompany.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Midas Medici Group Holdings, Inc.), Asset Purchase Agreement (Datalink Corp)
Real Property. (a) Section 3.10(a4.7(a) of the Seller Peabody Disclosure Letter sets forth a true correct and complete list as of the street locations date hereof of (i) all real property ownedPeabody Owned Real Property, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 (ii) all Peabody Leases and that are primarily used (iii) all Mining Rights included in the Devices & Services Business (collectively, whether or not listed on Peabody Properties. Section 3.10(a4.7(a) of the Seller Peabody Disclosure LetterLetter also identifies all Peabody Properties that also are used as of the date hereof by other businesses of Peabody or its Affiliates and describes the nature of such use by such other businesses of Peabody or its Affiliates, and such use does not interfere with the “operation of the Peabody Business. No Peabody Property is leased or subleased to any third party, and Peabody has not granted any third party any license, possessory or occupancy right or other similar right therein other than Permitted Encumbrances.
(b) Peabody or a controlled Affiliate of Peabody, as applicable, has (i) good and indefeasible fee title to all Peabody Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has , (ii) good and marketable valid title to the leasehold estates in fee simple all Peabody Leases and (or equivalent iii) good and valid title under to all Mining Rights included in the Law Peabody Properties, in the case of the jurisdiction where the Owned Real Property is locatedeach of clauses (i), (ii) to each parcel of Owned Real Propertyand (iii), free and clear of all EncumbrancesEncumbrances (including Royalties), except for other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(bc) Section 3.10(bThere are no outstanding options, rights of first offer or rights of first refusal to purchase any Peabody Property or any portion of or any interest therein.
(d) Each of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Peabody Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effecteffect and constitutes the legal, valid and bindingbinding obligations of Peabody or its Affiliates that are parties thereto and, and to the Knowledge of Peabody, the other parties thereto, enforceable against one Peabody or such Affiliates and, to the Knowledge of Peabody, the Seller Entities or Transferred Subsidiaries, as applicableother parties thereto, in accordance with its their respective terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property . No Peabody Lease has not been disturbedamended, modified or supplemented. No party to any Peabody Lease has repudiated any provision thereof, and there neither Peabody (nor its Affiliates that are no material disputes with respect parties thereto, as the case may be) nor, to such Real Property Lease the Knowledge of Peabody, any other party thereto, is in breach of any of its respective obligations thereunder, and no material defaults or breaches exist under event has occurred (including the failure to obtain any Real Property Lease (or any occurrence or event that consent) which, with the passage of notice or lapse of time or both both, would result in constitute a material breach or default or breach)thereunder.
(ce) Except in for the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure LetterPeabody Properties, neither the Seller Entities Peabody nor any of its Affiliates owns or leases any real property used or held for use primarily in or related primarily to or necessary for the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust operation or otherwise encumbered conduct of the Peabody Business or has any options to acquire any fee interest or leasehold interest in any real property for use primarily in or related primarily to or necessary for the Owned Real Property operation or Leased Real Propertyconduct of the Peabody Business.
(df) There are no pending or, to the Knowledge of SellerPeabody, threatened condemnation condemnation, eminent domain or similar proceedings affecting the Peabody Properties. There are no existing public improvements which may reasonably be expected to result in any special assessment against or otherwise relating to any of the Peabody Owned Real Property or Leased Real Property.
(g) All utility easements, rights of access and other easements and similar rights serving the Peabody Properties are legally enforceable to permit the operation of the Peabody Business in substantially the manner in which the Peabody Business is currently operated. Other than Permitted Encumbrances, there are no encroachments upon the Peabody Properties and no improvements to any Peabody Properties encroach onto any adjacent property, except for such encroachments as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on a particular item of real property. The improvements to the Peabody Properties (and the current uses thereof) do not (i) violate set-back, building or side lines, or any applicable land use covenants, zoning regulations or similar enforceable restrictions or (ii) encroach on any easements located on the Peabody Properties.
Appears in 2 contracts
Samples: Implementation Agreement (Peabody Energy Corp), Implementation Agreement (Arch Coal Inc)
Real Property. (a) Section 3.10(aSchedule 3.08(a) of the Seller Disclosure Letter sets forth a true and complete list list, as of the street locations date hereof, of all the address of each parcel of real property owned, directly owned in fee simple title (or indirectly, the equivalent thereof in the respective jurisdiction) by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business Contributed Companies (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one ) and the name of the Transferred Subsidiaries has good and marketable title in fee simple (record owner thereof. To the Knowledge of each Contributor, no Contributed Company or equivalent title Subsidiary thereof is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property. To the Knowledge of each Contributor, there are no material defaults, violations or breaches by such Contributor under the Law of the jurisdiction where any non-monetary Liens recorded against the Owned Real Property is locatedand which constitute Permitted Liens under subsection (viii) to of such definition. To the Knowledge of each parcel of Contributor, each Owned Real PropertyProperty has, free and clear of in all Encumbrancesmaterial respects, except for Permitted Encumbrances. Seller has delivered or made available permanent vehicular access to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertya public road.
(b) Section 3.10(bSchedule 3.08(b) of the Seller Disclosure Letter sets forth a true and complete list list, as of (i) the street location date hereof, of all the address of each parcel of real property and interests in real property (or space thereon) leased, subleasedlicensed, licensed subleased or otherwise occupied by the Seller Entities Contributed Companies as lessee or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business occupant (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Ground Leased Real Property”) and brief description of each ground lease, with lease, license, sublease or similar occupancy Contract (collectively, the leases relating to “Ground Leases”) showing the title of the Ground Lease, date of the Ground Lease, the parties thereto, and including a description of any amendments, supplements and separate agreements, that comprise such lease, license, sublease or similar occupancy agreement. To the Knowledge of each Contributor, there are no material defaults, violations or breaches by such Contributor under any non-monetary Liens recorded against the Ground Leased Real Property being collectively referred to herein as the “Real Property Leases”and which constitute Permitted Liens under subsection (viii) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leasessuch definition. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Each Ground Lease is in full force and effect, is the valid and bindinglegally binding obligation of the applicable Contributed Company or Subsidiary thereof and is enforceable against the applicable Contributed Company or Subsidiary thereof. No Ground Lease has been terminated or cancelled, and enforceable against one leasehold interest of the Seller Entities applicable Contributed Company or Transferred Subsidiaries, as applicable, Subsidiary thereof in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property each Ground Lease has not been disturbedassigned or encumbered, except for Permitted Liens. No Contributed Company nor Subsidiary, and to the Knowledge of each Contributor, no other party to a Ground Lease is in default under such Ground Lease. No notice of default under such Ground Lease has been sent or received by the Contributed Companies or their Subsidiaries which is not currently resolved. To the Knowledge of each Contributor, no condition exists which, but for the giving of notice or the passage of time, or both, would constitute a breach or default, by any Contributed Company or Subsidiary thereof or any other party pursuant to any Ground Lease. To the Knowledge of each Contributor, each Ground Leased Real Property has, in all material respects, permanent vehicular access to a public road.
(c) True, complete and correct copies of all Ground Leases have heretofore been delivered by the Contributors, on behalf of the Contributed Companies and Subsidiaries thereof, to PEGC I OP.
(d) Other than as set forth on Schedule 3.08(b), as of the date hereof, no Contributed Company or Subsidiary thereof is a party to any lease, license, sublease or similar occupancy Contract under which any of the Contributed Companies or Subsidiary thereof is lessee, sublessee or licensee of, or holds, uses or operates, any real property owned by any third Person.
(e) To the Knowledge of each Contributor, no written notice from any Governmental Entity has been received by any Contributor or Contributed Company or Subsidiary thereof concerning the possible imposition of any material special assessments on the Real Property. To the Knowledge of each Contributor, true and complete copies, in all material respects, of the most recent title commitments, surveys, appraisals and policies of title insurance or the equivalent in the possession or control of the Contributed Companies or Subsidiaries thereof with respect to the Real Property have been made available to PEGC I OP. To the Knowledge of each Contributor, there are no encroachments relating to any Real Property, which are reasonably likely to result in a material adverse impact on the use and operation of any such Real Property.
(f) Schedule 3.08(f) sets forth a true, correct and complete rent roll as of the date hereof reflecting each lease, sublease, license or similar occupancy Contract with any Person under which a Contributed Company or Subsidiary thereof is a lessor or sublessor of, or makes available for use to any Person (other than a Contributed Company or Subsidiary thereof), any Real Property (collectively, the “Tenant Leases”).
(g) With respect to each Material Lease set forth on Schedule 11.04(b)(I) and to the Knowledge of each Contributor with respect to each other Tenant Lease, and except as set forth on Schedule 3.08(g):
(i) each Tenant Lease is in full force and effect and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letterthereunder by Contributor, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of SellerContributor, threatened condemnation by the other party thereto, beyond any applicable notice or similar proceedings against cure period;
(ii) no rent (other than security deposits or first month’s rent) has been paid more than one (1) month in advance of its due date;
(iii) no tenant under any Tenant Lease has any right or option for additional space in the Improvements, except for any rights or options expressly set forth in such Tenant Lease;
(iv) no tenant has assigned its Tenant Lease or sublet (in any material respect) all or any portion of the premises demised thereby, except as may be provided in such Tenant Lease or with the consent of the lessor thereunder;
(v) no tenant under any Tenant Lease has a right or option pursuant to such Tenant Lease or otherwise relating to purchase all or any part of the Owned Real Property leased premises or Leased Real Propertythe building of which the leased premises are a part; except in the case of Material Leases as expressly set forth in such Material Lease; and
(vi) true, complete and correct copies of all Material Leases have heretofore been delivered by the Contributors, on behalf of the Contributed Companies and Subsidiaries thereof, to PEGC I OP.
Appears in 2 contracts
Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Real Property. (a) Section 3.10(a) Hortonworks and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all the Seller Disclosure Letter sets forth a true and complete list of real properties which it purports to own or lease, including all the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used properties reflected in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of Hortonworks Balance Sheet. All real properties reflected in the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, Hortonworks Balance Sheet are held free and clear of all EncumbrancesLiens, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true Liens reflected on the Hortonworks Balance Sheet and complete copies of all vesting deeds, title reports or similar documents Liens for current Taxes not yet due and for which adequate reserves have been established in its possession or control evidencing ownership by accordance with GAAP and other Liens that do not materially impair the Seller Entities or one use of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all property subject thereto. All real property and interests in real property leasedleases, subleasedsubleases, licensed licenses or otherwise occupied by the Seller Entities other occupancy agreements to which Hortonworks or any of the Transferred its Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business is a party (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Hortonworks Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is are in full force and effect, valid except where the failure of such Hortonworks Real Property Leases to be in full force and binding, and enforceable against one effect would not be reasonably likely to result in a Hortonworks Material Adverse Effect. There is no default by Hortonworks or any of its Subsidiaries under any of the Seller Entities Hortonworks Real Property Leases, or, to the knowledge of Hortonworks, defaults by any other party thereto, except such defaults as have been waived in writing or Transferred Subsidiaries, as applicable, cured or such defaults that in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment aggregate would not be reasonably likely to result in a Hortonworks Material Adverse Effect. Section 3.11 of the Leased Hortonworks Disclosure Letter contains a complete and accurate list of all Hortonworks Real Property under such Leases providing for the payment of annual rent in excess of $1 million (each, a “Hortonworks Material Real Property Lease has not been disturbed, Lease”) and there are no material disputes with respect to lists for each such Real Property Lease and no material defaults or breaches exist under any Hortonworks Material Real Property Lease (or any occurrence or event that with i) the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) address of the Seller Disclosure Letterproperty to which such Hortonworks Material Real Property Lease pertains, neither (ii) the Seller Entities nor any annual rent and (iii) the purpose of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned facility to which such Hortonworks Material Real Property or Leased Real PropertyLease pertains.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Hortonworks, Inc.), Merger Agreement (Cloudera, Inc.)
Real Property. (a) Section 3.10(a2.9(a) of the Seller Remainco Disclosure Letter sets forth a true and complete list as of the street locations date hereof the address, fee owner and description of use of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Spinco Owned Real Property”). The Seller Entities or one of With respect to the Transferred Subsidiaries has Spinco Owned Real Property: (i) the Spinco Companies have good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Spinco Owned Real Property; (ii) other than the Spinco Companies, no Person has the right to use or occupy any Spinco Owned Real Property, free or any material portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Spinco Owned Real Property or any material portion thereof or interest therein; and clear (iv) to the Knowledge of all EncumbrancesRemainco, except for Permitted Encumbrances. Seller has delivered there are no condemnation proceedings pending, threatened or made available proposed against any Spinco Owned Real Property and, to Buyer true and complete copies the Knowledge of all vesting deedsRemainco, title reports there is no existing plan or similar documents in its possession study by any Governmental Body or control evidencing ownership by any other Person that challenges or otherwise adversely affects the Seller Entities or one continuation of the Transferred Subsidiaries use or operation of such any Spinco Owned Real Property.
(b) Section 3.10(b2.9(b) of the Seller Remainco Disclosure Letter sets forth a true and complete as of the date hereof an accurate list of (i) the street location of all real property and interests in real property leased, subleased, licensed each lease or otherwise occupied by the Seller Entities or other agreement pursuant to which any of the Transferred Subsidiaries with aggregate remaining Spinco Companies leases or uses (or intends to lease payment or use upon the Spinco Contribution) real property from any other Person for annual base rent payments in excess of €25,000,000 for $1,000,000 (all such real property leased or used by the remainder of Spinco Companies pursuant to the applicable term (without any extensions thereof) and that are primarily used real property leases or other agreements identified or required to be identified in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b2.9(b) of the Seller Remainco Disclosure Letter, including all buildings, structures, fixtures and other improvements leased thereunder, is referred to as the “Spinco Leased Real Property”). After giving effect to the Contemplated Transactions described in or contemplated by the Separation Agreement and the Real Estate Matters Agreement, with each of the leases or other agreements relating to such the Spinco Leased Real Property being collectively referred to herein will be as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant Closing (i) a valid and subsisting leasehold interest, or valid right to a leaseuse, sublease, license or other similar agreement under which the Seller Entities or any of one of the Transferred Subsidiaries is the lessee or sublessee and Spinco Companies; (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, binding obligation of such Spinco Company free of Encumbrances (other than Permitted Encumbrances); and (iii) enforceable by and against one of the Seller Entities or Transferred Subsidiaries, as applicable, such Spinco Company in accordance with its terms; and (2) , except as individually or in the Seller Entities’ and aggregate, would not reasonably be expected to be material to the Transferred Subsidiaries’ possession and quiet enjoyment Spinco Business. To the Knowledge of the Remainco, there are no condemnation proceedings pending, threatened or proposed against any Spinco Leased Real Property under such and, to the Knowledge of Remainco, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Spinco Leased Real Property. Section 2.9(b) of the Remainco Disclosure Letter contains an accurate and complete list of all material subleases, occupancy agreements and other Contracts granting to any Person (other than any Spinco Company) a right of use or occupancy of any of the Spinco Leased Real Property Lease has not been disturbed, and there in effect as of the date of this Agreement. There are no material disputes with respect to such Real Property Lease and no material defaults any lease or breaches exist under other agreement for any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Spinco Leased Real Property.
(d) There are no pending or. None of the Spinco Companies, nor, to the Knowledge of SellerRemainco, threatened condemnation or similar proceedings against or otherwise relating any other party to any such lease or other agreement is in breach or default under such lease or other agreement, and no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the Owned Real Property passage of time or Leased Real Propertyboth, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease or other agreement, except as individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Spinco Business.
Appears in 2 contracts
Samples: Merger Agreement (Regal Beloit Corp), Merger Agreement (Rexnord Corp)
Real Property. (a) Section 3.10(a) Each of the Seller Disclosure Letter sets forth a true Company and complete list each Guarantor shall grant to the Collateral Agent, within 60 days of the street locations of all real property owned, directly acquisition thereof (or indirectly, such longer period as determined by the Seller Entities or any of Collateral Agent in its sole discretion), a security interest in and Mortgage on each Real Property acquired after the Transferred Subsidiaries with book date hereof having a fair market value in excess of €25,000,000 $15,000,000 (determined at the time of acquisition thereof) that is owned in fee by the Company or such Guarantor, excluding the fee interest in Real Property underlying the New World Headquarters (provided, that neither the Company nor its Subsidiaries shall grant any Lien securing any Indebtedness on such fee interest). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory to the Collateral Agent and that shall constitute a valid and enforceable perfected Lien subject only to Permitted Liens or other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are primarily used required by law to establish, perfect, preserve and protect the Liens in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) favor of the Seller Disclosure LetterCollateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection with recordation of such Mortgage. The Company or such Guarantor shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired fee owned Real Property (including a title policy in form and substance reasonably acceptable to the Collateral Agent, a survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage, a “Owned Real Property”Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function with respect to any Flood Hazard Property and any appraisal required to comply with the Financial Institutions Reform, Recovery and Enforcement Act of 1989). The Seller Entities Company will maintain, or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) cause to each parcel of Owned Real Propertybe maintained, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes flood insurance with respect to such Real each Flood Hazard Property Lease that is located in a community that participates in the National Flood Program, in each case in compliance with any applicable regulations of the Board of Governors of the United States Federal Reserve System, or any successor thereto. The parties hereto agree that no Security Document or Additional Security Document shall be governed by the laws of any jurisdiction other than the laws of the United States or any state thereof and no material defaults opinion shall be required for foreign law matters; provided, that if a Canadian Subsidiary becomes a Canadian Credit Party hereunder, Security Documents or breaches exist under any Real Property Lease (or any occurrence or event that with Additional Security Documents related to the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) Obligations of the Seller Disclosure Letter, neither Canadian Credit Parties may be governed by the Seller Entities nor any laws of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real PropertyCanada and opinions with respect to Canadian matters may be required.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Credit Agreement (American Greetings Corp), Credit Agreement (American Greetings Corp)
Real Property. (a) Section 3.10(a4.08(a) of the Seller SDTS Disclosure Letter Schedule sets forth a true and complete list as of the street locations date hereof of (i) all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used included in the Devices & Services Business SDTS Assets (“SDTS Owned Property”), (ii) all real property currently leased or subleased to an SDTS Entity included in the SDTS Assets (“SDTS Leasehold Property” and, together with the SDTS Owned Property, the “SDTS Property”), including the lease and any amendments thereto (each, an “SDTS Lease”) under which such SDTS Leasehold Property is held and (iii) all easements, license agreements (including railroad, pipeline and similar crossing rights), rights of way and lease for rights of way, or other rights in or to the use of real property (collectively, whether or not listed on Section 3.10(a) of “SDTS Easements” and, together with the Seller Disclosure LetterSDTS Leases, the “Owned SDTS Real PropertyProperty Agreements”). The Seller Entities or one ) included in the SDTS Assets.
(b) As of the Transferred Subsidiaries has date hereof, SDTS has, and at the Closing SDTS AssetCo will have, good and marketable indefeasible fee title in fee simple (or equivalent title under the Law of the jurisdiction where the to all SDTS Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Liens other than Permitted Encumbrances. Seller No SDTS Entity has delivered granted to any third party the right to use or made available to Buyer true and complete copies of all vesting deeds, title reports access the SDTS Owned Property in any manner that interferes in any material respect with the SDTS Owned Property or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed Subject SDTS Operations or otherwise occupied by the Seller Entities or granted to any of the Transferred Subsidiaries with aggregate remaining lease payment third party any ownership in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real material SDTS Owned Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) As of the Seller Disclosure Letterdate hereof, neither SDTS has, and at the Seller Entities nor any Closing SDTS AssetCo will have, valid and enforceable leasehold interests with respect to the SDTS Leasehold Property, free and clear of all Liens other than Permitted Encumbrances, except that the validity and enforceability of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in SDTS Leases under which such SDTS Leasehold Property is held are subject to the Owned Real Property or Leased Real PropertyEnforceability Exceptions.
(d) There are no pending or, No consent from any counterparty to any SDTS Real Property Agreement is required in connection with the consummation of the SDTS Merger. To the Knowledge of SellerSDTS, threatened condemnation no SDTS Entity is in breach in any material respect or similar proceedings against or otherwise relating in material default under any SDTS Real Property Agreement to which it is a party. To the Knowledge of SDTS, no counterparty to any of the Owned SDTS Real Property Agreements is in material default of any of its obligations under the applicable SDTS Real Property Agreement.
(e) To the Knowledge of SDTS, there are no developments affecting the SDTS Owned Property or Leased any of the SDTS Real Property Agreements which are pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially and adversely affect the fee title of the SDTS Owned Property or any of the SDTS Real Property Agreements.
(f) SDTS has not received written notice from any Person within three years prior to the date of this Agreement asserting that SDTS does not have the right, as a result of title defects or title failures, to use or occupy any portion of the SDTS Property, other than those notices that would not individually, or in the aggregate, reasonably be expected to have an SDTS Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (InfraREIT, Inc.), Merger Agreement (Oncor Electric Delivery Co LLC)
Real Property. (ai) Section 3.10(aNRM does not have any Owned Real Property. Schedule 5(o)(i) of the Seller Disclosure Letter Schedule sets forth a true and complete list of the street locations addresses of all real property owned, directly or indirectly, by the Seller Entities or any Owned Real Property of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed each Company. Other than as set forth on Section 3.10(aSchedule 5(o)(i) of the Seller Disclosure LetterSchedule (which shall be satisfied and removed as of Closing), the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries each Company has good and marketable title in indefeasible fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of their respective Owned Real Property, free and clear of all Encumbrances, except for any Liens other than Permitted EncumbrancesLiens. Seller Each Company has delivered or made available to Buyer true accurate and complete copies of: (A) all deeds and other instruments (as recorded) by which such Company acquired its interests in the Owned Real Property; (B) all title reports, surveys, zoning reports and title policies with respect to the Owned Real Property; and (C) all agreements granting purchase options, rights of first offer or rights of first refusal in favor of any other Person with respect to the Owned Real Property. Other than as set forth on Schedule 5(o)(i) of the Disclosure Schedule, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. Neither NRM nor either Company is a party to any written or oral contract or agreement, or has or has granted an option to purchase any Owned Real Property or interest therein.
(ii) NRM leases all of its Leased Real Property from Valiant. Schedule 5(o)(ii) of the Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the date of the lease, sublease, license or other occupancy right and the name of the parties thereto) of all vesting deedsLeased Real Property of NRM and each Company. NRM and each Company hold valid leasehold or subleasehold interests in their respective Leased Real Property, free and clear of any Liens other than Permitted Liens. Each Lease is legal, valid, binding, enforceable and in full force and effect. NRM and each Company has delivered to Buyer accurate and complete copies of: (A) all Leases relating to the Leased Real Property, and in the case of any oral Lease, a summary of the material terms of such Lease and (B) all title reports or similar documents reports, zoning reports, surveys and title policies in its the possession or control evidencing ownership of NRM or either Company with respect to the Leased Real Property. Neither NRM nor either Company is in breach or default under any such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease. NRM’s and each Company’s possession and quiet enjoyment of their respective Leased Real Property under such Leases has not been disturbed and, to the Knowledge of Seller, NRM, and each Company, there are no disputes with respect to any such Leases. Neither NRM nor either Company has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or given any notice of exercise by the Seller Entities such party of, any option, right of first offer or one right of first refusal contained in any such Lease. The rental rate set forth in each Lease of the Transferred Subsidiaries Leased Real Property is the actual rental rate being paid, and there are no separate agreements or understandings with respect thereto. Each Lease of such Owned the Leased Real PropertyProperty grants the tenant or subtenant under the Lease the exclusive right to use and occupy the demised premises thereunder.
(biii) Section 3.10(bExcept as set forth on Schedule 5(o)(iii) of the Seller Disclosure Letter sets Schedule:
(A) NRM and each Company are in possession of their respective Owned Real Property and Leased Real Property; and (B) to the Knowledge of Seller, NRM, and each Company, there are no contractual or legal restrictions that preclude or restrict the ability of NRM or either Company to use its Owned Real Property or Leased Real Property for the purposes for which it is currently being used. Except as set forth a true and complete list on Schedule 5(o)(iii) of (i) the street location of all real property and interests in real property Disclosure Schedule, neither NRM nor either Company has leased, subleased, licensed or otherwise occupied by granted to any Person the Seller Entities right to use or occupy any portion of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the their respective Owned Real Property or Leased Real Property.
(div) There are no pending or, to To the Knowledge of Seller, threatened condemnation or similar proceedings against NRM, and each Company, all buildings, structures, fixtures and other improvements included on the Real Property (collectively, the “Improvements”) are in material compliance with all Applicable Laws. To the Knowledge of Seller, NRM and each Company, no part of any Improvement encroaches on, or otherwise relating conflicts with the property rights of any Person in and to any real property not included in the Real Property, and there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property which encroach on any part of the Owned Real Property, or otherwise conflict with the property rights of NRM or either Company. Each parcel of Real Property: (i) abuts on and has direct vehicular access to an improved public road or has access to an improved public road via a permanent, irrevocable, appurtenant easement improved with a road benefiting such parcel of Real Property and comprising a part of the Real Property; and (ii) is supplied with public or quasi-public utilities and other services appropriate for the operation of the Improvements located on such parcel and the operation of NRM’s or either Company’s businesses thereon. To the Knowledge Seller, NRM and each Company, there is no existing, proposed or threatened eminent domain or other public acquisition Claim that would result in the taking of all or any part of any Real Property or Leased that would prevent or hinder the continued use and enjoyment of any Real PropertyProperty as heretofore used by the applicable Company.
(v) To the Knowledge of Seller, NRM and each Company, all of the Improvements are in good operating condition and repair and suitable for their purpose (ordinary wear and tear excepted). The Improvements are suitable for the purposes for which they are being used by the applicable Company and have been maintained in accordance with normal industry practice. The Real Property constitutes all such property used in or necessary to conduct the businesses of NRM and each Company.
Appears in 2 contracts
Samples: Merger and Membership Interest Purchase Agreement, Merger and Membership Interests Purchase Agreement
Real Property. (ai) Section 3.10(a3.2(k)(i) of the Seller US Airways Disclosure Letter sets forth a true and complete list forth, as of the street locations date hereof, the fee owner and address of all material real property owned, directly or indirectly, owned by the Seller Entities or any of the Transferred US Airways and its Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “US Airways Owned Real Property”). The Seller Entities or one Except as set forth in Section 3.2(k)(i) of the Transferred Subsidiaries US Airways Disclosure Letter, with respect to such US Airways Owned Real Property, (A) each identified owner thereof has good and marketable title in good, marketable, indefeasible fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of such US Airways Owned Real Property, free and clear of all Encumbrancesany Encumbrance; (B) there are no outstanding options, except for Permitted Encumbrances. Seller rights of first offer or rights of first refusal to purchase such US Airways Owned Real Property or any material portion thereof or interest therein; (C) neither US Airways 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 US Airways’ Knowledge, threatened condemnation or eminent domain proceedings that affect any US Airways Owned Real Property, and neither US Airways nor any of its Subsidiaries has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one received any written notice of the Transferred Subsidiaries intention of such any Governmental Entity or other Person to take or use any US Airways Owned Real Property.
(bii) Section 3.10(b3.2(k)(ii) of the Seller US Airways Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leasedforth, subleased, licensed or otherwise occupied by the Seller Entities or any as of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letterdate hereof, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any address of the Transferred Subsidiaries pursuant to a each lease, sublease, license license, concession and other agreement (written or other similar agreement under oral) pursuant to which the Seller Entities US Airways or any of its Subsidiaries hold a leasehold or subleasehold estate in real property which requires payments by US Airways or any Subsidiary of US Airways in excess of $25,000,000 per annum (collectively, the Transferred Subsidiaries is “US Airways Leased Real Property” and, together with US Airways Owned Real Property, the lessee or sublessee “US Airways Real Property”). True and (ii) a list complete copies of all Contracts pertaining to the US Airways Leased Real Property Leases(each, an “US Airways Lease”) have been made available to American prior to the date hereof. With respect to the such US Airways Leased Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a wholeProperty, (1A) each Real Property US Airways Lease is in full force and effect, effect and is valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; (B) there is no default under any US Airways Lease either by US Airways, any of its Subsidiaries or, to US Airways’ Knowledge, by any other party thereto; (C) neither US Airways nor any of its Subsidiaries has received or delivered a written notice of default or objection to any party to any US Airways Lease to pay and perform its obligations, and, to US Airways’ 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 US Airways Lease; and (2D) the Seller Entities’ US Airways or one of its Subsidiaries, as applicable, holds a good and the Transferred Subsidiaries’ possession and quiet enjoyment of the valid leasehold interest in all US Airways Leased Real Property under such Real Property Lease has not been disturbed, free and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage clear of notice or time or both would result in a material default or breach)all Encumbrances.
(ciii) Except For purposes of this Section 3.2(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset except for (A) specified encumbrances described in Section 3.2(k)(iii) of the US Airways 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 3.2(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 US Airways, or as permitted under Section 5.1 the validity or as set forth amount of which is being contested in Section 3.10(cgood 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 Seller Disclosure Letter, neither the Seller Entities nor any specific parcel of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the US Airways Owned Real Property or US Airways Leased Real Property.
(d) There are no pending or, Property to which they relate or the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any conduct of the Owned Real Property or Leased Real Propertybusiness of US Airways and its Subsidiaries as presently conducted.
Appears in 2 contracts
Samples: Merger Agreement (Us Airways Group Inc), Merger Agreement (Amr Corp)
Real Property. (a) Section 3.10(aThe applicable Loan Party shall provide to Agent with respect to each Material Real Property, promptly and in any event within one hundred and twenty (120) days (or such longer period as Agent (acting at the direction of the Seller Disclosure Letter sets forth a true and complete list Required Lenders) may agree in its reasonable discretion) after the later of the street locations Closing Date and the date of all real property ownedacquisition thereof (each, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 a “Mortgaged Property” and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Lettertogether, the “Owned Real PropertyMortgaged Properties”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property a Mortgage duly executed and interests in real property leased, subleased, licensed or otherwise occupied delivered by the Seller Entities record owner of such Mortgaged Property; provided that (A) for any Mortgaged Property located in a jurisdiction which imposes a tax, fee or other charge on the recording of a security instrument, the Mortgage shall be in an amount equal to the fair market value of such Mortgaged Property or such other amount as may be agreed by such Loan Party and the Agent (at the direction of Required Lenders) and (B) for any Mortgaged Property in which Borrower holds a leasehold interest, a memorandum of lease containing a description of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for leased premises acceptable to the remainder of the applicable term (without any extensions thereof) and that are primarily used recording office in the Devices & Services Business (collectivelycounty where the Mortgaged Property is located shall have been recorded, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list title insurance policy for each Mortgaged Property or the equivalent or other form (if applicable) available in each applicable jurisdiction in an amount not to exceed the fair market value of all Real such Mortgaged Property Leases. With as reasonably determined by the Borrower and Agent (acting at the direction of the Required Lenders) (collectively, the “Mortgage Policies”) insuring the Lien of each such Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as Agent (acting at the direction of the Required Lenders) may reasonably request, (iii) a completed “Life of Loan Federal Emergency Management Agency Standard Flood Hazard Determination” with respect to each Mortgaged Property (together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Real Borrower and each of its Subsidiaries relating thereto) and if any improvements on any Mortgaged Property Leases are located in an area designated as a Special Flood Hazard Area, evidence of such Flood Insurance as may be required under Section 7.4(c), (iv) either a current ALTA survey (or survey equivalent, such as an Express Map) in form and except as would not otherwise be material substance reasonably satisfactory to Agent, certified to Agent and to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one issuer of the Seller Entities Mortgage Policy with respect thereto by a professional surveyor licensed in the state in which such Mortgaged Property is located or Transferred Subsidiariesa prior survey (or survey equivalent, such as an Express Map), together with an affidavit from the record owner of such Mortgaged Property certified to the issuer of the Mortgage Policy with respect thereto that there has been no material change to such Mortgaged Property as shown thereon since the date thereof, if applicable, all in accordance with its terms; form and substance reasonably satisfactory to the issuer of the Mortgage Policy to remove the standard printed survey exception from any Mortgage Policy and (2v) a legal opinion of counsel regarding the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment enforceability of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes Mortgage with respect to such Real Property Lease Mortgaged Property, in form and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with substance reasonably satisfactory to Agent and the passage of notice or time or both would result in a material default or breach)Required Lenders.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Loan, Guaranty and Security Agreement (Terawulf Inc.), Loan, Guaranty and Security Agreement (Terawulf Inc.)
Real Property. (aNeither Emmis, with respect to the Mediaco Business, nor Mediaco, owns any real property or interest in real property. Schedule Section 5.10(a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true an accurate and complete list of (A) the street locations address (or other identifying description) and (B) the identity of all the lessor and lessee of each parcel of real property owned, directly or indirectly, leased by Mediaco following the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business Distribution (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Mediaco Leased Real Property”). The Seller Entities or one True, correct and complete copies of the Transferred Subsidiaries has Real Estate Leases and all amendments, modifications, supplements, extensions and memoranda thereof, have been delivered by Emmis to Purchaser. All buildings, structures and improvements located on such Mediaco Leased Real Property are in good condition and repair, ordinary wear and tear excepted, except if the failure to meet such standards would not materially and adversely impair the use of any such real property as currently used by the Mediaco Business. At Closing, upon the receipt of any required consents, Mediaco will have a good and marketable title valid and binding leasehold interest in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Mediaco Leased Real Property, free and clear of all Encumbrances, except for any material Encumbrances other than Permitted Encumbrances. Seller Except for the Real Estate Leases, neither Emmis, with respect to the Mediaco Business, nor Mediaco, is a party to any Lease for real property. Except as set forth on Schedule Section 5.10(a), neither Emmis, with respect to the Mediaco Business, nor Mediaco has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by granted to a third party any material right to possess, use or occupy all or any portion of the Seller Entities Mediaco Leased Real Property. Mediaco is not in default under, or in breach of, any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder Real Estate Leases or Permitted Encumbrances, and to Emmis’ Knowledge, no other party to any of the applicable term (without Real Estate Leases or Permitted Encumbrances is in default under, or in breach of, any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure LetterReal Estate Leases or Permitted Encumbrances. No condemnation proceeding is pending with respect to the Mediaco Leased Real Property and to Emmis’ Knowledge, the “no condemnation proceeding has been threatened with respect to any Mediaco Leased Real Property”. Neither Emmis nor, with to Emmis’ Knowledge, any other party to any Real Estate Lease has exercised any option or right to (i) terminate such Real Estate Lease, (ii) lease additional premises, (iii) reduce or relocate the leases relating premises demised by such Real Estate Lease or (iv) purchase any real property pursuant to such any Real Estate Lease. The Mediaco Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any constitutes all of the Transferred Subsidiaries pursuant real property that is necessary to a lease, sublease, license or other similar agreement under which conduct and operate the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee Mediaco Business as currently conducted and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, operated and there are no material disputes with respect to such other Leases needed for the Mediaco Business as currently conducted and operated. The Mediaco Leased Real Property Lease is in compliance in all material respects with all applicable Laws and to Emmis’ Knowledge there are no material defaults pending or breaches exist under contemplated, zoning changes, variances, or special zoning exceptions, conditions or agreements affecting or which would reasonably be expected to affect any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) portion of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Mediaco Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Contribution and Distribution Agreement (Mediaco Holding Inc.), Contribution and Distribution Agreement (Mediaco Holding Inc.)
Real Property. (a) Section 3.10(aNone of the Target Entities owns any real property. Schedule 5.5(a) of the Seller Disclosure Letter sets forth Schedules contains a true and complete list of the street locations by address of all real property ownedleased, directly licensed, operated or indirectly, used by the Seller Target Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Leased Real Property”). The Seller Entities , and identifies, if applicable, each lease or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title any other Contractual Obligation under the Law of the jurisdiction where the Owned which any Real Property is locatedleased or licensed, including without limitation all amendments thereto (together with all amendments, supplements, waivers, subordination, non-disturbance and attornment agreements, and side letters thereto, each a “Real Property Lease “), the lessor or licensor thereunder, the Joint Venture to which such Leased Real Property relates and the monthly and annual rent thereunder. To the actual Knowledge of the Company, (i) to no material physical or mechanical defects exist in any building or improvements (each parcel of Owned a “Facility”) located on any Leased Real Property, free and clear of (ii) each such Facility is in good condition and repair, normal wear and tear excepted, and in compliance in all Encumbrances, except for Permitted Encumbrancesmaterial respects with all applicable Laws. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by To the Seller Entities or one actual Knowledge of the Transferred Subsidiaries of Company, all agreements or contracts made by any Target Entity for any improvements to a Facility or the Leased Real Property have been fully paid and there are no mechanic’s or materialman’s liens arising from any labor or material furnished to such Owned Facility or Real Property.
(b) Section 3.10(bWith respect to each parcel of Leased Real Property:
(i) The Target Entities have a valid leasehold estate under each Real Property Lease, free and clear of any liens or encumbrances other than Permitted Encumbrances. All Real Property Leases were negotiated at arms-length with the lessor or licensor of such Leased Real Property. Except for any Permitted Encumbrances and except as set forth on Schedule 5.5(a) of the Seller Disclosure Letter sets forth a true and complete list of (i) Schedules, to the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any Knowledge of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that Company, there are primarily used in the Devices & Services Business (collectivelyno written or oral subleases, whether or not listed on Section 3.10(b) of the Seller Disclosure Letterlicenses, the “Leased Real Property”concessions, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license occupancy agreements or other similar agreement under which Contractual Obligations granting to any other Person the Seller Entities right of use or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment occupancy of the Leased Real Property under such or any portion thereof and there is no Person in possession of the Leased Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence portion thereof other than the applicable Target Entity. No Executing Stockholder or event that with the passage Affiliate of notice an Executing Stockholder holds any ownership interest in any lessor or time or both would result in a material default or breach).
(c) Except in the ordinary course licensor of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(dii) The Company has delivered to Parent true, accurate and complete copies of each Real Property Lease, in each case, as amended or otherwise modified.
(iii) There are exists no pending ordefault, breach or dispute on the part of any Target Entity under any Real Property Lease nor has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by a Target Entity under a Real Property Lease.
(iv) To the Knowledge of the Company, there exists no default or breach by the landlord, sublessor, licensor or other obligor under each Real Property Lease nor, to the Knowledge of Sellerthe Company, threatened has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by any such Person under a Real Property Lease.
(v) To the Knowledge of the Company, there has been no underpayment of expense pass-throughs with respect to a Real Property Lease that could result in the requirement that an additional payment be made to the landlord thereunder.
(c) To the actual Knowledge of the Company, no part of the Leased Real Property nor the Facility located on any Leased Real Property is currently subject to condemnation proceedings and no such condemnation or similar proceedings taking is threatened or contemplated. To the actual Knowledge of the Company, no public improvements exist that may result in special assessments against or otherwise affect the Leased Real Property or any Facility. The Company does not have actual Knowledge of any facts that would adversely affect the possession, use or occupancy of any Leased Real Property or any Facility by Parent. To the actual Knowledge of the Company, (i) no Leased Real Property nor any Facility is in material violation of any zoning, public health, building code or other similar Laws applicable to such property or to the ownership, occupancy and/or operation thereof, nor (ii) does there exist any waiver, variance, special permit, special exception or other exemption relating to any of the Owned Leased Real Property or any Facility with respect to any non-conforming use or other zoning or building code matters. All utilities serving the Leased Real PropertyProperty and each Facility are adequate to operate each in the manner it is currently operated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Kindred Healthcare, Inc)
Real Property. (a) Section 3.10(a4.19(a) of the Seller Company Disclosure Letter sets forth contains a true complete and complete accurate list as of the street locations date hereof of all real property owned, directly or indirectly, owned in fee by the Seller Entities or any of Company and/or the Transferred Company Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries Company and/or a Company Subsidiary has good and marketable fee title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of all Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by To the Seller Entities or one Knowledge of the Transferred Subsidiaries of such Company, neither the Company nor any Company Subsidiary has leased or otherwise granted to any Person the right to use or occupy any Owned Real PropertyProperty or any portion thereof and other than the purchase rights granted pursuant to this Agreement, neither the Company nor any Company Subsidiary have entered into any agreements currently in effect pursuant to which the Company or any Company Subsidiary has granted any outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein, and neither the Company nor any Company Subsidiaries are party to any agreement or option to purchase any real property or interest therein which is currently in effect.
(b) Section 3.10(b4.19(b) of the Seller Company Disclosure Letter sets forth contains a true complete and complete accurate list as of (i) the street location date hereof of all real property and interests in real property leased, subleased, licensed or otherwise occupied leased by the Seller Entities or any of Company and/or the Transferred Company Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term as lessee (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”). The Company Subsidiaries have a valid leasehold estate in all Leased Real Property, with free and clear of all Encumbrances, except Permitted Encumbrances. The Company has provided to the Parent true and complete copies of each of the leases relating and subleases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (each, a “Lease” and, collectively, the “Leases”) pursuant to such which the Leased Real Property being collectively referred to herein as is held. As of the “Real Property Leases”) leased to date hereof, there exists no monetary or other material default under any such Lease by the Seller Entities or Company, any of the Transferred Company Subsidiaries pursuant or, to the Knowledge of the Company, any other party thereto, nor any event which, with notice or lapse of time or both, would reasonably constitute a lease, sublease, license monetary or other similar agreement under which material default thereunder by the Seller Entities or Company, any of the Transferred Company Subsidiaries is or, to the lessee Knowledge of the Company, any other party thereto, and neither the Company nor any Company Subsidiary has received notice of any such condition. The Company Subsidiaries have not subleased, licensed or sublessee and (ii) a list of all otherwise granted any Person the right to use or occupy the Leased Real Property Leasesor any portion thereof and have not collaterally assigned or granted any other security interest in any Lease or any interest therein except for any such collateral assignments, grants or security interests which shall be released at or before Closing. With respect All of the Leases provided on Section 4.19(b) of the Company Disclosure Letter are valid, binding and enforceable in accordance with their terms and, subject to the Real Property Leases and except as would not otherwise be material to the Devices & Services BusinessEquitable Exceptions, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is are in full force and effect, valid and bindingeffect as of the date hereof, and enforceable against the Company or one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; Company Subsidiaries holds a valid and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property existing leasehold interest under each such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Lease.
(c) Except in Neither the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities Company nor any Company Subsidiary has received notice of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust a parcel of Leased Real Property or otherwise encumbered any interest in the Owned Real Property being subject to any governmental decree or Leased Real Propertyorder to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed.
(d) There are no pending contractual or, to the Knowledge of SellerCompany’s knowledge, threatened condemnation other legal restrictions that materially preclude or similar proceedings against restrict the ability to use any Leased Real Property or otherwise relating to any of the Owned Real Property by the Company or Leased Real Propertyany Company Subsidiary for the current or contemplated use of such real property that is material to the operation of the business of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Patterson Uti Energy Inc), Merger Agreement (Patterson Uti Energy Inc)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all The Company Group does not own or have any ownership interest in any real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyproperty.
(b) Section 3.10(b4.16(b) of the Seller Disclosure Letter sets forth a Schedule lists all real property that is leased or used or occupied by any member of the Company Group (the "Rental Real Estate") and the leases, subleases and agreements by which such Rental Real Estate is leased, used or occupied (the "Leases"), true and complete list copies of which have been made available to Parent, except as set forth on Section 4.16(b) of the Disclosure Schedule. Except as set forth on Section 4.16(b) of the Disclosure Schedule, respect to each of the Leases and the Rental Real Estate:
(i) The applicable member of the street location Company Group has good and valid leasehold title to the Rental Real Estate, free and clear of Encumbrances (other than Permitted Encumbrances) and enjoy peaceful and undisturbed possession under all real property such Leases;
(ii) There are no leases, subleases, concessions or other agreements to which the Company Group is a party granting to any Person (other than any Employee or independent contractor of any member of the Company Group) the right to use or occupancy of any portion of the Rental Real Estate, and interests no Person (other than the applicable Company Group) occupies any part of the Rental Real Estate;
(iii) The Leases represent the entire agreement between the applicable member of the Company Group and the applicable landlord relating to such applicable Rental Real Estate, and there are no other material agreements, written or oral, between the such applicable Company Group and such applicable landlord relating to the Rental Real Estate or such applicable Company Group's use, possession and occupancy of the Rental Real Estate;
(iv) The Company Group has not collaterally assigned or granted any Encumbrance, other than Permitted Encumbrances, in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder Leases; and
(v) The applicable member of the Company Group and the applicable term (without any extensions thereof) and that landlord are primarily used currently in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, material compliance with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list terms of all Real Property Leases. With respect to the Real Property , and all such Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is are in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating The Company Group is not a party to any of the Owned Real Property agreement or Leased Real Propertyoption to purchase any real property or interest therein.
Appears in 2 contracts
Real Property. (ai) Section 3.10(aSchedule 5.5(a) of the Seller Disclosure Letter sets forth contains a true true, accurate and complete list of the street addresses and specific locations (if less than an entire building is leased) of all each parcel of real property owned, directly or indirectly, leased by the Seller Entities or any each of the Transferred Subsidiaries with book value in excess Loan Parties as lessee. The portion of €25,000,000 such real property which each such Loan Party leases and that all buildings, structures, facilities, fixtures and other improvements thereon are primarily used collectively included in the Devices & Services Business definition herein of Leasehold Property. Schedule 5.5(a) lists each such lease (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real PropertyProperty Leases”). The Seller Entities Real Property Leases are valid, binding, enforceable and in full force and effect and have not been modified. No Principal Company or one any of its Subsidiaries is the owner or feeholder of any real property interests.
(ii) Except as disclosed on Schedule 5.5(a), each of the Transferred Subsidiaries Loan Parties has a good and indefeasible or marketable title leasehold estate in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Leasehold Property is located) to each parcel of Owned Real Propertythat it leases, free and clear of all sublease agreements, Liens and other exceptions to title, other than Permitted Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies is in sole possession of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one each parcel of the Transferred Subsidiaries of such Owned Real PropertyLeasehold Property that it leases.
(biii) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of Each Loan Party is in compliance in all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries material respects with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease to which it is in full force and effect, valid and bindingparty, and enforceable against one no Loan Party has received any notice of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; default that remains uncured.
(iv) Each Loan Party has adequate rights of ingress and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes egress with respect to such Real each Leasehold Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) which it has an interest. There are no condemnation or appropriation proceedings pending or, to the Knowledge of Sellerthe Principal Companies, threatened condemnation against the Leasehold Properties.
(v) Each of the Leasehold Properties is in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used consistent with industry standards. Except as set forth on Schedule 5.5(a)(v), there are no planned or similar proceedings against required capital improvements to the Leasehold Properties which exceed $50,000 that are not already included in the rent under the applicable Real Property Lease. No Loan Party has received any written notice under any Real Property Lease or otherwise relating sublease agreement or from the holder of any mortgage or from any insurance company which has issued a policy with respect to any portion of such properties to repair or pay for any repair related to the Owned Real Leasehold Property or Leased Real Propertywith which such parties have not complied.
Appears in 2 contracts
Samples: Credit Agreement (Dialogic Inc.), Credit Agreement (Tennenbaum Capital Partners LLC)
Real Property. (a) Section 3.10(aSchedule 5.11(a)(i) of the Seller Disclosure Letter sets forth a true and complete correct list of the street locations addresses and the fee owner of all real property owned, directly or indirectly, owned by the Seller Company Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has Company and its Subsidiaries, as applicable, have good fee simple and marketable fee title in fee simple (or equivalent title under the Law to all of the jurisdiction where the Owned Real Property is located) free and clear of any Lien (other than Permitted Liens). Except as set forth on Schedule 5.11(a)(ii), none of the Company Entities have leased, licensed or otherwise granted to each parcel of any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease the Owned Real Property (or, in each case, any portion thereof or interest therein).
(b) Schedule 5.11(b) sets forth a correct list of all Contracts pursuant to which any Company Entity leases, subleases, licenses or otherwise occupies any real property as tenant, subtenant, licensee or otherwise (the Contracts required to be listed on Schedule 5.11(b), each, a “Real Property Lease”), together with the address of the related property (the “Leased Real Property” and, together with the Owned Real Property, the “Company Real Property”). The Company has provided to Purchaser a complete and correct copy of each Real Property Lease, including all amendments, modifications, exhibits and schedules. The applicable Company Entity has a valid leasehold interest under each Real Property Lease, free and clear of all Encumbrances, except for any Lien (other than Permitted EncumbrancesLiens). Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of Each such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effecteffect and constitutes a legal, valid and bindingvalid, and binding obligation of the Company Entities and, to the Company’s Knowledge, the other party or parties thereto, enforceable against one of the Seller Company Entities and, to the Company’s Knowledge, such other party or Transferred Subsidiaries, as applicable, parties in accordance with its terms; , subject to the Enforceability Limitations. The Company Entities have performed and complied in all material respects with all of their covenants and obligations under each Real Property Lease, and no Company Entity nor, to the Company’s Knowledge, any other party to a Real Property Lease, is in, or is alleged to be in, breach of or default under such Real Property Lease, nor has there occurred an event or condition that, with the passage of time or giving of notice (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment or both), would constitute such a breach or default. The Company does not sublease, as sublessor, any portion of the Leased Real Property under such Real Property Lease has not been disturbedto any other Person. To the Company’s Knowledge, and there are no material disputes with respect to such Real Property Lease and no material defaults any lease or breaches exist under other agreement for any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(dc) There To the Company’s Knowledge, there are no pending orcondemnation proceedings pending, threatened or proposed against any Company Entity and, to the Knowledge of SellerCompany’s Knowledge, threatened condemnation there is no existing plan or similar proceedings against study by any governmental body or any other Person that challenges or otherwise relating to any adversely affects the continuation of the Owned Real Property use or Leased operation of the Company Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Zurn Water Solutions Corp), Merger Agreement (Zurn Water Solutions Corp)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true SCHEDULE 4.15 lists and complete list of the street locations of describes all real property owned(together with all improvements thereon, directly the "REAL PROPERTY") now used, operated or indirectly, occupied by the Seller Entities or any Acquired Companies and the name of the Transferred Subsidiaries with book value in excess record owner thereof. For each parcel of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not Real Property listed on Section 3.10(a) SCHEDULE 4.15, which is owned by the Acquired Companies, each of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has Acquired Companies holds good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned to such Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, any Encumbrances except for Permitted Encumbrances. Seller For each parcel of Real Property listed on SCHEDULE 4.15, which is not owned by the Acquired Companies, the Company has delivered or made available to Buyer Purchaser true and complete correct copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as lease or sublease (each a whole, (1"REAL PROPERTY LEASE") each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Property. Each Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result is legal, valid, binding, enforceable, and in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) full force and effect and none of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have Acquired Companies has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust trust, or otherwise encumbered any interest in the Owned leasehold or subleasehold. Each of the Acquired Companies enjoys peaceful and undisturbed possession of all Real Property, and each of the Acquired Companies has fulfilled in all material respects all the obligations required to be performed by it through the date hereof with respect to each Real Property Lease.
(b) Each of the Acquired Companies has received all required material approvals of Governmental Authorities (including Permits and material certificates of occupancy or Leased other similar certificates permitting lawful occupancy of the Real Property) required in connection with the present use of the Real Property and all the Improvements thereon.
(c) All the Real Property are supplied with utilities and other services necessary for the operation of such facilities as currently operated.
(d) There All Improvements, and all Fixtures and Equipment and other tangible assets owned, leased, or used by the Acquired Companies on the Real Property are no pending orin good condition and repair in all material respects, to and such Improvements and Fixtures are free from structural defects.
(e) None of the Knowledge Acquired Companies has received notice of Seller, threatened condemnation or similar proceedings against or otherwise any special assessment relating to any of the Owned Real Property or Leased any portion thereof, and none of the Acquired Companies has knowledge of any pending or threatened special assessment.
(f) There is not now pending, or to the knowledge of the Company, threatened, any eminent domain or condemnation proceeding affecting the Real PropertyProperty or any portion thereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Usinternetworking Inc), Stock Purchase Agreement (Usinternetworking Inc)
Real Property. (a) Section 3.10(a) Each of the Seller Disclosure Letter sets forth a true Company and complete list each Guarantor shall grant to the Collateral Agent, within 60 days of the street locations of all real property owned, directly acquisition thereof (or indirectly, such longer period as determined by the Seller Entities or any of Collateral Agent in its sole discretion), a security interest in and Mortgage on each Real Property acquired after the Transferred Subsidiaries with book date hereof having a fair market value in excess of €25,000,000 $15,000,000 (determined at the time of acquisition thereof) that is owned in fee by the Company or such Guarantor. Such Mortgages shall be granted pursuant to documentation reasonably satisfactory to the Collateral Agent and that shall constitute a valid and enforceable perfected Lien subject only to Permitted Liens or other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are primarily used required by law to establish, perfect, preserve and protect the Liens in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) favor of the Seller Disclosure LetterCollateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection with recordation of such Mortgage. The Company or such Guarantor shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired fee owned Real Property (including a title policy in form and substance reasonably acceptable to the Collateral Agent, a survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage, a “Owned Real Property”Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function with respect to any Flood Hazard Property and any appraisal required to comply with the Financial Institutions Reform, Recovery and Enforcement Act of 1989). The Seller Entities Company will maintain, or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) cause to each parcel of Owned Real Propertybe maintained, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes flood insurance with respect to such Real each Flood Hazard Property Lease that is located in a community that participates in the National Flood Program, in each case in compliance with any applicable regulations of the Board of Governors of the United States Federal Reserve System, or any successor thereto. The parties hereto agree that no Security Document or Additional Security Document shall be governed by the laws of any jurisdiction other than the laws of the United States or any state thereof and no material defaults opinion shall be required for foreign law matters; provided, that if a Canadian Subsidiary becomes a Canadian Credit Party hereunder, Security Documents or breaches exist under any Real Property Lease (or any occurrence or event that with Additional Security Documents related to the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) Obligations of the Seller Disclosure Letter, neither Canadian Credit Parties may be governed by the Seller Entities nor any laws of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real PropertyCanada and opinions with respect to Canadian matters may be required.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Credit Agreement (American Greetings Corp), Credit Agreement (American Greetings Corp)
Real Property. Seller does not own any real property. The Seller Parties have delivered to Buyer a correct and complete copy of each lease (a) Section 3.10(a) or a summary of the Seller Disclosure Letter sets forth a true and complete list material terms of the street locations of all real property ownedlease, directly if oral), including amendments, waivers, or indirectlyother changes thereto, by relating to the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 Leased Real Property (each, a “Lease,” and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real PropertyLeases”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Leased Real Property is located) to each parcel of Owned Real Property, free and clear of the Leases comprise all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all leased real property interests and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily Contracts related thereto used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) conduct of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property LeasesBusiness. With respect to the Real Property Leases and each Lease: (i) except as would not otherwise be material set forth on Schedule 5.24, all leased buildings and improvements and all leased fixtures are held under such Lease; (ii) subject to the Devices & Services BusinessEnforceability Exceptions, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property such Lease is in full force and effect, effect and a valid and bindinginstrument enforceable against Seller, and enforceable against one of the Seller Entities or Transferred Subsidiariesother party thereto, as applicable, in each case in accordance with its terms; , (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to such Lease have been paid in full, (iv) there is no existing default by Seller or, to Seller Parties’ Knowledge, by the lessor under such Lease, (v) Seller has not received any notice that it is in default under such Lease, (vi) to Seller Parties’ Knowledge, no party other than Seller and the identified lessor have any interest in the Leased Real Property, and (2vii) except as set forth on Schedule 5.3, no Consent is required to be obtained by Seller pursuant to any Lease in connection with the consummation of the Transactions. Except for the Leases and as set forth on Schedule 5.24, Seller Entitieshas not entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Real Property. To Seller Parties’ Knowledge, the Leased Real Property is validly zoned for its current use and occupancy by Seller under the Transferred Subsidiaries’ possession applicable zoning codes and quiet enjoyment urban renewal plans and Seller’s current use of the Leased Real Property under such Real Property Lease has not been disturbedis in compliance therewith. To Seller Parties’ Knowledge, and there are no pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All of the buildings, material disputes with respect to such fixtures and other improvements and building systems situated within the Leased Real Property Lease are in operating condition, reasonable wear and no material defaults or breaches exist tear excepted, and, if required to be maintained by Seller under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except applicable lease, have been maintained in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Propertybusiness.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CRAWFORD UNITED Corp), Asset Purchase Agreement (CRAWFORD UNITED Corp)
Real Property. (a) Section 3.10(a5.7(a) of the Seller Arch Disclosure Letter sets forth a true correct and complete list as of the street locations date hereof of (i) all real property ownedArch Owned Real Property, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 (ii) all Arch Leases and that are primarily used (iii) all Mining Rights included in the Devices & Services Business (collectively, whether or not listed on Arch Properties. Section 3.10(a5.7(a) of the Seller Arch Disclosure LetterLetter also identifies all Arch Properties that also are used as of the date hereof by other businesses of Arch or its Affiliates and describes the nature of such use by such other businesses of Arch or its Affiliates, and such use does not interfere with the “operation of the Arch Business. No Arch Property is leased or subleased to any third party, and Arch has not granted any third party any license, possessory or occupancy right or other similar right therein other than Permitted Encumbrances.
(b) Arch or a controlled Affiliate of Arch, as applicable, has (i) good and indefeasible fee title to all Arch Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has , (ii) good and marketable valid title to the leasehold estates in fee simple all Arch Leases and (or equivalent iii) good and valid title under to all Mining Rights included in the Law Arch Properties, in the case of the jurisdiction where the Owned Real Property is locatedeach of clauses (i), (ii) to each parcel of Owned Real Propertyand (iii), free and clear of all EncumbrancesEncumbrances (including Royalties), except for other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(bc) Section 3.10(bThere are no outstanding options, rights of first offer or rights of first refusal to purchase any Arch Property or any portion of or any interest therein.
(d) Each of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Arch Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effecteffect and constitutes the legal, valid and bindingbinding obligations of Arch or its Affiliates that are parties thereto and, and to the Knowledge of Arch, the other parties thereto, enforceable against one Arch or such Affiliates and, to the Knowledge of Arch, the Seller Entities or Transferred Subsidiaries, as applicableother parties thereto, in accordance with its their respective terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property . No Arch Lease has not been disturbedamended, modified or supplemented. No party to any Arch Lease has repudiated any provision thereof, and there neither Arch (nor its Affiliates that are no material disputes with respect parties thereto, as the case may be) nor, to such Real Property Lease the Knowledge of Arch, any other party thereto, is in breach of any of its respective obligations thereunder, and no material defaults or breaches exist under event has occurred (including the failure to obtain any Real Property Lease (or any occurrence or event that consent) which, with the passage of notice or lapse of time or both both, would result in constitute a material breach or default or breach)thereunder.
(ce) Except in for the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure LetterArch Properties, neither the Seller Entities Arch nor any of its Affiliates owns or leases any real property used or held for use primarily in or related primarily to or necessary for the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust operation or otherwise encumbered conduct of the Arch Business or has any options to acquire any fee interest or leasehold interest in any real property for use primarily in or related primarily to or necessary for the Owned Real Property operation or Leased Real Propertyconduct of the Arch Business.
(df) There are no pending or, to the Knowledge of SellerArch, threatened condemnation condemnation, eminent domain or similar proceedings affecting the Arch Properties. There are no existing public improvements which may reasonably be expected to result in any special assessment against or otherwise relating to any of the Arch Owned Real Property or Leased Real Property.
(g) All utility easements, rights of access and other easements and similar rights serving the Arch Properties are legally enforceable to permit the operation of the Arch Business in substantially the manner in which the Arch Business is currently operated. Other than Permitted Encumbrances, there are no encroachments upon the Arch Properties and no improvements to any Arch Properties encroach onto any adjacent property, except for such encroachments as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on a particular item of real property. The improvements to the Arch Properties (and the current uses thereof) do not (i) violate set-back, building or side lines, or any applicable land use covenants, zoning regulations or similar enforceable restrictions or (ii) encroach on any easements located on the Arch Properties.
Appears in 2 contracts
Samples: Implementation Agreement (Peabody Energy Corp), Implementation Agreement (Arch Coal Inc)
Real Property. (a) Section 3.10(a) Seller Parent or one of the Seller Disclosure Letter sets forth a true other Endo Companies, as applicable, has good and complete list of valid fee simple title to the street locations of all real property owned, directly or indirectly, estate owned by the Endo Companies (together with all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of Seller Entities Parent or any of such Subsidiary, as applicable, relating to the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business foregoing) (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted EncumbrancesSpecified Interests. Seller has Section 3.11(a) of the Disclosure Letter sets forth all of the Owned Real Property by the address and owner of all such Owned Real Property. All buildings and structures, located on, under or within the Owned Real Property, and all other material aspects of each parcel of Owned Real Property are in good operating condition, reasonable wear and tear excepted and taking into account the relative ages and/or service period of such assets, and are structurally sound and free of any material defects that would reasonably be expected to be materially adverse to the Endo Companies, taken as a whole. Section 3.11(a) of the Disclosure Letter sets forth all of the Owned Real Property owned by the Endo Companies. Sellers have delivered or made available to Buyer true Buyers complete and complete correct copies of all vesting deedsthe following, title reports or similar documents if any, in its the possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Endo Companies: title insurance policies and land survey documents with respect to the Owned Real Property.
(b) Except as set forth on Section 3.10(b3.11(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of SellerSellers: (i) there are no outstanding options, repurchase rights or rights of first refusal to purchase or lease any Owned Real Property, or any portion thereof or interest therein; (ii) no Endo Company is a lessor under, or otherwise a party to, any lease, sublease, license, concession or other agreement pursuant to which such Endo Company has granted to any Person the right to use or occupy all or any portion of the Owned Real Property; (iii) since January 1, 2021, there is no, and no Endo Company has received written notice from any Governmental Authority regarding, presently pending or threatened condemnation or similar eminent domain proceedings against or otherwise their local equivalent affecting or relating to any of the Owned Real Property Property; and (iv) since January 1, 2021, no Endo Company has received written notice from any Governmental Authority or other Person that the use and occupancy of any of the Owned Real Property, as currently used and occupied, and the conduct of the Business thereon, as currently conducted, violates in any material respect any applicable building codes, zoning, subdivision or other land use laws.
(c) Section 3.11(c) of the Disclosure Letter lists (i) the street address of each parcel of Leased Real Property, (ii) if applicable, the unit designation of the space leased under the applicable Lease, (iii) the identity of the lessor of each such parcel of Leased Real Property and (iv) if applicable, the identity of each sublessee or occupant other than the Endo Companies at each such parcel of Leased Real Property. The Endo Company party thereto has a valid leasehold estate in all Leased Real Property, free and clear of all Interests, other than Specified Interests. Subject to the approval of the Bankruptcy Court pursuant to the Confirmation Order and the assumption or assumption and assignment, as applicable, of the Leases pursuant thereto, to the Knowledge of the Sellers, each of the Leases relating to Leased Real Property (i) is a valid and subsisting leasehold interest of the applicable Endo Company, free of Encumbrances (other than Specified Interests), except as limited by the Bankruptcy Code, (ii) is a binding obligation of the applicable Endo Company, enforceable against such Endo Company in accordance with its terms, and (iii) is in full force and effect. To the Knowledge of Sellers, following the assumption and assignment of such Leases by Sellers to Buyers in accordance with the provisions of Section 365 of the Bankruptcy Code and the requisite Order of the Bankruptcy Court, there will be no monetary defaults thereunder and no circumstances or events that, with notice or the passage of time or both, would constitute defaults under such leases except, in either instance, for defaults that, individually or in the aggregate, do not or would not reasonably be expected to have a material impact on the use of such property or are unenforceable due to operation of Section 365(b)(2) of the Bankruptcy Code or have been or shall be cured pursuant to Section 365(b)(1) of the Bankruptcy Code and the provisions of this Agreement and/or the Chapter 11 Plan.
(d) Except in connection with the already existing Indebtedness, the Endo Companies have not granted to any Person (other than pursuant to this Agreement) any right or option to acquire, occupy or possess any portion of the Real Property, other than as set forth in Section 3.11(d) of the Disclosure Letter. The Endo Companies’ interests with respect to the Leases have not been assigned or pledged and are not subject to any Encumbrances (other than Specified Interests). Except in connection with the pending Bankruptcy Case, no Endo Company has vacated or abandoned any portion of the Real Property or given written notice to any Person of their intent to do the same.
(e) No Endo Company is a party to or obligated under any option to lease any of the Real Property or any portion thereof or interest therein to any Person other than the Buyers.
(f) With respect to the Leased Real Property, since January 1, 2021, except in connection with the pending Bankruptcy Case, no Endo Company has given any written notice to any landlord under any of the Leases indicating that it will not be exercising any extension or renewal options under the Leases, other than as set forth in Section 3.11(f) of the Disclosure Letter. All security deposits required under the Leases have been paid to and are being held by the applicable landlord under the Leases.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Endo, Inc.), Purchase and Sale Agreement (Endo International PLC)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter Schedule 5.25 sets forth a true and complete list list, as of the street locations Agreement Date, of all Parent’s and Buyer’s owned real property ownedand leased real property. Parent or Buyer, directly or indirectlyas applicable, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable valid title in fee simple (or equivalent title under the Law to all of its owned real property as of the jurisdiction where Agreement Date and valid title to the Owned Real Property is locatedleasehold estate (as lessee or sublessee) to in all of its leased real property set forth on Schedule 5.25, in each parcel of Owned Real Property, case free and clear of all EncumbrancesLiens, except for Permitted Encumbrances. Seller Liens and except for:
(i) Liens that secure Debt that is reflected on the consolidated balance sheet of Parent and its subsidiaries included in Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2014;
(ii) zoning, building and other generally applicable land use restrictions; and
(iii) Liens that have been placed by a third party on the fee title of real property constituting Parent’s leased real property or real property over which Parent has delivered or made available to Buyer true easement rights, and complete copies of all vesting deeds, title reports subordination or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyagreements relating thereto.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true All leases and complete list of (i) the street location of all subleases for Parent’s or Buyer’s leased real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities Parent or any of the Transferred Subsidiaries Buyer is the a lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is are in full force and effecteffect and are enforceable, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicablein all material respects, in accordance with its their respective terms; , subject to the Bankruptcy and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbedEquity Exception, and there are no written notices of material disputes with respect to such Real Property Lease and no material defaults or breaches exist default under any Real Property Lease (such lease or any occurrence sublease have been sent or event that with received by Parent, Buyer or their respective Affiliates during the passage of notice or time or both would result in a material default or breach)period from January 1, 2012 through the Agreement Date.
(c) Except in the ordinary course None of business Parent, Buyer or their respective Affiliates has received any written notice from any Government Authority asserting any violation or alleged violation of applicable Laws with respect to any of Parent’s of Buyer’s owned or leased properties that remains uncured as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries Agreement Date and that would reasonably be expected to have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Propertya Buyer Material Adverse Effect.
(d) There are no pending orNone of Parent, Buyer or their respective Affiliates has received written notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of such buildings or premises or any access thereto, and to the Knowledge of Seller, threatened condemnation Parent no such proceedings are contemplated or similar proceedings against (y) any special assessment or otherwise relating pending improvement liens to be made by any Government Authority which could materially and adversely affect any of such buildings or premises.
(e) Notwithstanding anything in this Agreement to the Owned Real Property contrary, the representations and warranties made by Parent and Buyer in this Section 5.25 are the sole and exclusive representations and warranties made regarding Parent’s or Leased Real PropertyBuyer’s owned or leased properties or any other real property matters pertaining to Parent or Buyer.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Real Property. (a) The Acquired Subsidiaries have good and valid fee simple title to all material owned real property, in each case, that is used primarily in the operation of the Business (collectively, the “Owned Real Property”) free and clear of all Liens other than Permitted Liens. Section 3.10(a3.8(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or 50 largest (determined on a square foot basis) Owned Real Property sites. Neither any of the Transferred Sellers nor any of their Subsidiaries with book value in excess of €25,000,000 and (other than the Acquired Subsidiaries) owns any real property that are is used primarily used in the Devices & Services Business (collectivelyoperation of the Business. An Acquired Subsidiary is in possession of each parcel of Owned Real Property and, whether or not listed except as set forth on Section 3.10(a3.8(a) of the Seller Disclosure Letter, there are no leases, licenses, occupancy agreements or any other similar arrangement pursuant to which any third party is granted the “right to use any Owned Real Property”). The Seller Entities or one Except as set forth on Section 3.8(a) of the Transferred Subsidiaries has good and marketable title Seller Disclosure Letter, there are no outstanding options or rights of first offer or refusal in fee simple (or equivalent title under the Law favor of the jurisdiction where the Owned Real Property is located) any third party to each parcel of purchase any Owned Real Property. There are no pending, free and clear or the Knowledge of all EncumbrancesSellers, except for Permitted Encumbrances. Seller has delivered threatened condemnation or made available eminent domain proceedings with respect to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such any Owned Real Property.
(b) Section 3.10(b3.8(b) of the Seller Disclosure Letter sets forth a true and complete list list, as of (i) the street location date of this Agreement, of all real property that is (i) used primarily in the operation of the Business and interests in real property (ii) leased, subleased, licensed or otherwise occupied by the Seller Entities or an Acquired Subsidiary, as lessee, in each case that involves annual rent payments by any of the Transferred Subsidiaries with aggregate remaining lease payment such Acquired Subsidiary in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business $100,000 (collectively, whether or not listed the “Leased Real Property” and, together with the Owned Real Property, the “Business Real Property”). Except as set forth on Section 3.10(b3.8(b) of the Seller Disclosure Letter, neither any of the “Leased Real Property”Sellers nor any of their Subsidiaries (other than the Acquired Subsidiaries) leases, with licenses or otherwise occupies any real property that is used primarily in the leases relating operation of the Business. Sellers have made available to such Purchaser a true and complete copy of each lease, license, or other occupancy agreement pursuant to which an Acquired Subsidiary leases, licenses or otherwise occupies the Leased Real Property being collectively referred to herein in effect as of the date of this Agreement, together with all material amendments, guaranties, modifications, renewals and extensions thereto (collectively, the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases). With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiariesan Acquired Subsidiary, as applicable, in accordance with its terms; holds a valid and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased existing leasehold interest under each such Real Property Lease, free and clear of all Liens other than Permitted Liens. None of Sellers or any of their Affiliates (including the Acquired Subsidiaries) has given or received any written notice of default pursuant to any Real Property Lease. None of Sellers or any of their Affiliates (including the Acquired Subsidiaries) or, to Sellers’ Knowledge, any other party to any Real Property Lease, is in material default under such Real Property Lease has not been disturbedLease, and there are no material disputes event has occurred which, with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or lapse of time or both both, would result in constitute such a material default or breach).
(c) thereunder. Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in on Section 3.10(c3.8(b) of the Seller Disclosure Letter, neither the Seller Entities nor none of Sellers or any of their Affiliates (including the Transferred Subsidiaries have assigned, Acquired Subsidiaries) has subleased, transferred, conveyed, mortgaged, deeded in trust licensed or otherwise encumbered granted any interest in person the Owned Real Property right to use or occupy any Leased Real Property.
(dc) There are no pending or, The Business Real Property comprises all of the real property that is material to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any operation of the Owned Real Property or Leased Real PropertyBusiness as presently conducted.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Lumen Technologies, Inc.)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true The Company does not own and complete list of the street locations of all has never owned any real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value interest in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyreal property.
(b) Section 3.10(b3.8(b) of the Seller Disclosure Letter Schedule sets forth a true true, correct and complete list of all leases related to real property currently leased by the Company (individually, a “Real Property Lease” and the real properties specified in such leases being referred to herein collectively as the “Leased Properties”), and (i) the street location address of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to each such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a leaseProperty, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) the use of each such Leased Property. The Company has a list valid, binding and enforceable leasehold interest under each of all the Real Property Leases, subject to Standard Exceptions. With respect to the Real Property Leases and except as The Company has not received any written notice of any default or event that with notice or lapse of time, or both, would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as constitute a whole, (1) each default under any Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ Company, and, to the Company’s Knowledge, each other party thereto, are in compliance with all obligations of such party thereunder. The Company has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Properties or any portion thereof. The Company’s possession and quiet enjoyment of the Leased Real Property under such any Real Property Lease has not been disturbed, disturbed and there are no material disputes with respect to such any Real Property Lease. The Company has not collaterally assigned or granted any other Lien in any Real Property Lease and or any interest therein (other than Permitted Liens). There are no material defaults Liens on the estate or breaches exist under interest created by any Real Property Lease (other than Permitted Liens). The Company has delivered to Purchaser complete and correct copies of the Real Property Leases, together with all amendments, modifications or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)supplements, if any, thereto.
(c) Except To the Company's Knowledge, the Leased Properties are in compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including the ordinary course Americans with Disabilities Act of business 1990, as amended, and all insurance requirements affecting the Leased Properties (collectively, the “Real Property Laws”), and the current use or as permitted under Section 5.1 or as set forth in Section 3.10(c) occupancy of the Seller Disclosure Letter, neither the Seller Entities nor any Leased Properties or operation of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered Business thereon does not violate any interest in the Owned Real Property Laws. The Company has not received any notice of violation of any Real Property Law. To the Company's Knowledge, there is no pending or threatened zoning application or proceeding or condemnation, eminent domain or taking proceeding with respect to the Leased Real PropertyProperties.
(d) There The Leased Properties constitute all interests in real property currently used or currently held for use in connection with the Business or which are no pending or, to necessary for the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any continued operation of the Owned Real Property or Leased Real PropertyBusiness as the Business is currently conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kakarala Kartik), Asset Purchase Agreement (Smart Server, Inc)
Real Property. (a) Section 3.10(aSchedule 2.10(a) of the Seller Disclosure Letter Schedule sets forth a true and complete list of the street locations of all real property owned, directly owned by Seller that is used in or indirectly, by necessary for the Seller Entities or any operation of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business as currently conducted (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”), including with respect to each property, the address, location and use. The With respect to each parcel of Real Property: (i) the Seller Entities or one of the Transferred Subsidiaries has good and marketable title in valid fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Liens other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by Liens; (ii) the Seller Entities is in possession of each parcel of Owned Real Property and there are no leases, licenses, occupancy agreements or one any other similar arrangement pursuant to which any third party is granted the right to use any Owned Real Property, other than as set forth on Schedule 2.10(a) of the Transferred Subsidiaries Disclosure Schedule; (iii) there are no outstanding options or rights of such first offer or right of first refusal in favor of any third party to purchase any Owned Real Property or any portion thereof or interest therein; and (iv) there are no condemnation or eminent domain proceedings with respect to any Owned Real Property.
(b) Section 3.10(bSchedule 2.10(b) of the Seller Disclosure Letter Schedule sets forth a true and complete list of (i) the street location of all real property and interests each interest in real property leasedleased by Seller (together with all rights, subleasedtitle and interest of Seller in and to leasehold improvements relating thereto, licensed including, but not limited to, security deposits, reserves or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment prepaid rents paid in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (connection therewith, collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, collectively with the leases relating to such Leased Owned Real Property being collectively referred to herein as Property, the “Real Property LeasesProperty”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to and a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee true and (ii) a complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, or any other arrangement under which such property is leased (the “Real Property Estate Leases”). With respect Seller has delivered to Purchaser a true and complete copy of each Real Estate Lease. Each of the Real Property Estate Leases is valid, binding, enforceable and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and bindingthe Seller enjoys peaceful, quiet and undisturbed possession of the Leased Real Property. Seller is not in breach or default under any of the Real Estate Leases, and enforceable against one no event has occurred, or circumstance exists which, with the delivery of the Seller Entities notice, passage of time or Transferred Subsidiariesboth, would constitute such a breach or default, and Seller, as applicable, in accordance with its terms; has paid all rent due and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment payable under each of the Leased Real Property under such Real Property Lease Estate Leases. The Seller has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under received nor given any Real Property Lease (or notice of any occurrence default or event that with the passage of notice or time lapse of time, or both both, would result in constitute a material default or breach).
(c) Except in the ordinary course of business or as permitted by Seller under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assignedReal Estate Leases and, to the knowledge of the Seller, no other party is in default thereof, and no party to any of the Real Estate Leases has exercised any termination rights with respect thereto. Seller has not subleased, transferred, conveyed, mortgaged, deeded in trust assigned or otherwise encumbered granted to any interest in Person the Owned right to use or occupy such Leased Real Property or any portion thereof. Seller has not pledged, mortgaged or otherwise granted any Lien on its leasehold interest in any Leased Real Property. The Leased Real Property is adequate for the needs of the Business as currently conducted. None of the buildings, plant or structures on any Leased Real Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are, individually and in the aggregate, immaterial. There is no pending or, to the knowledge of the Seller, threatened condemnation, eminent domain or similar proceeding with respect to any Leased Real Property.
(dc) There are no The Seller has not received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory laws affecting the Real Property, (ii) existing, pending or, to the Knowledge of Seller, or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar proceedings against or otherwise relating matters which could reasonably be expected to any adversely affect the ability to operate the Real Property as currently operated and as required to satisfy the needs of the Owned Business. Neither the whole nor any material portion of any Real Property has been damaged or Leased Real Propertydestroyed by fire or other casualty which has not been fully restored.
Appears in 2 contracts
Samples: Asset Purchase Agreement (BOSTON OMAHA Corp), Asset Purchase Agreement (BOSTON OMAHA Corp)
Real Property. i. PharmaHub has no interests in real property except for its lease (the “Diamond Bar Lease”) for the use of premises (the “Diamond Bar Leased Premises”) located at 00000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxx, Xxxxxxxxxx 00000 and its lease (the “Cambridge Lease”) for the use of premises (the “Cambridge Leased Premises”) located at 0 Xxxxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000. The Diamond Bar Lease and the Cambridge Lease shall collectively be referred to as the “Leases”. The Diamond Bar Leased Premises and the Cambridge Leased Premises shall collectively be referred to as the “Leased Premises”.
ii. The Leases, and all guaranties with respect thereto, are in full force and effect and have not been amended in writing or otherwise, and no party thereto is in default or breach under the Leases. PharmaHub has no knowledge of any event which has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under the Leases by PharmaHub. Other than ordinary annual adjustments for taxes and expenses, neither PharmaHub nor its agents or employees have received written notice of any claimed abatements, offsets, defenses, or other bases for relief or adjustment under the Leases.
iii. With respect to the Leased Premises: (a) Section 3.10(a) of the Seller Disclosure Letter sets forth PharmaHub has a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used valid leasehold interest in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real PropertyLeased Premises, free and clear of all Encumbrancesany liens, except for Permitted Encumbrances. Seller has delivered covenants, easements, or made available title defects other than encumbrances that have not had or are not reasonably expected to Buyer true have a material adverse effect upon PharmaHub’s use and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one occupancy of the Transferred Subsidiaries of such Owned Real Property.
Leased Premises; (b) Section 3.10(b) the portions of the Seller Disclosure Letter sets forth a true and complete list of (i) buildings located on the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that Leased Premises which are primarily used in the Devices & Services Business business of PharmaHub are each in reasonable repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy PharmaHub’s current and reasonably anticipated normal business activities as conducted thereon; (collectivelyc) the Leased Premises (I) has direct access to public roads or access to public roads by means of a perpetual access easement, whether or not listed on Section 3.10(b) such access being sufficient to satisfy the current transportation requirements of the Seller Disclosure Letterbusiness presently conducted at such parcel; and (II) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such parcel; and (d) PharmaHub has not received notice of (I) any condemnation, eminent domain, or similar proceeding affecting any portion of the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities Premises or any access thereto, and PharmaHub has no knowledge that any such proceedings are contemplated, (II) any special assessment or pending improvement liens to be made by any governmental authority which may affect the Leased Premises, or (III) any violations of the Transferred Subsidiaries pursuant to a lease, sublease, license building codes and/or zoning ordinances or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With governmental regulations with respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Premises.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (China PharmaHub Corp.), Merger Agreement (World Wide Relics Inc.)
Real Property. (a) Section 3.10(a) The Borrower and its Subsidiaries own good, clean and marketable fee simple absolute title to or valid leasehold interests in, all of the Seller Disclosure Letter sets forth a true Collateral Properties, which Collateral Properties are at the date hereof described in Schedule 5.22 and complete list none of such properties and assets is subject to any Lien, except Liens granted to the street locations of all real property owned, directly Lender pursuant to the Loan Documents or indirectly, by the Seller Entities permitted hereunder or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”)thereunder. The Seller Entities or one of the Transferred Borrower and its Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of have received all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports assignments, waivers, consents, non-disturbance and recognition or similar documents agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions reasonably necessary to establish, protect and perfect the Borrower's and its Subsidiaries' right, title and interest in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of and to all such Owned Real Propertyproperty.
(b) Section 3.10(bThe Dallas, Texas Collateral Property listed on Schedule 5.22 is a leasehold property. Schedule 5.22 sets forth the information regarding the commencement date, termination date, renewal options (if any) and annual base rents for each year until the Final Maturity Date. To the best knowledge of the Seller Disclosure Letter sets forth a true Borrower, such lease is valid and complete list of (i) the street location of all real property enforceable in accordance with its terms and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid . The Borrower has delivered to the Lender a true and binding, complete copy of such lease and enforceable against one all documents affecting the rights or obligations 42 of the Seller Entities Borrower or Transferred Subsidiariesany of its Subsidiaries which is a party thereto, as applicableincluding, in accordance with its terms; without limitation, any non-disturbance and (2) recognition agreements, subordination agreements, attornment agreements and agreements regarding the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment term or rental of any of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)leases.
(c) Except as disclosed on Schedule 5.22 and those which in the ordinary course aggregate have no Material Adverse Effect, (i) all components of business or as permitted under Section 5.1 or as set forth all improvements included within the Collateral Properties (collectively, "Improvements"), including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in Section 3.10(cgood working order and repair; and (ii) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Collateral Properties are installed and operating and are sufficient to enable the Collateral Properties to continue to be used and operated in the manner currently being used and operated, and none of the Seller Disclosure Letter, neither the Seller Entities nor Borrower or any of the Transferred its Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust has any knowledge of any factor or otherwise encumbered any interest condition that could result in the Owned Real Property termination or Leased Real Propertymaterial impairment of the furnishing thereof. 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 owned or leased by the Borrower or any of its Subsidiaries.
(d) There All Permits required to have been issued or appropriate to enable all Collateral Properties owned or leased by the Borrower or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate have no pending orMaterial Adverse Effect.
(e) Neither the Borrower nor, to the Knowledge its knowledge, any Operator has received any notice, or has any knowledge, of Seller(i) any pending, threatened or contemplated condemnation proceeding affecting any Collateral Properties owned or similar proceedings against leased by the Borrower or otherwise relating to any of its Subsidiaries or any part thereof, or (ii) any proposed termination or impairment of any parking at any such owned or leased real property or (iii) any sale or other disposition of any Collateral Properties owned or leased by the Owned Real Property Borrower or Leased Real Propertyany of its Subsidiaries or any part thereof in lieu of condemnation, in each case, other than those which in the aggregate have no Material Adverse Effect.
(f) No material portion of any Collateral Properties owned or leased by the Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition or which will not be completely repaired or restored to its original condition within twelve (12) months from the date hereof. 43 No portion of any Collateral Properties, that is not covered by adequate flood insurance, owned or leased by the Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any Federal Governmental Authorities.
Appears in 1 contract
Samples: Second Supplemental Credit Agreement (Hospitality Properties Trust)
Real Property. (a) Section 3.10(a4.9(a)(i) of the Seller Company Disclosure Letter Schedules sets forth a true and complete list of the street locations address (or, in the case of non U.S. real property, the land title details (or similar registered property reference), if any) of all real property ownedin which any Company Entity has an ownership interest (together with all buildings, directly or indirectlystructures, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 improvements and that are primarily used in the Devices & Services Business (collectivelyfixtures located thereon, whether or not listed on Section 3.10(a) of the Seller Disclosure Letterand all easements and other rights and interests appurtenant thereto, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries Each Company Entity has good and marketable title in indefeasible fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of its respective Owned Real Property, free and clear of all Encumbrances, except for any Encumbrances other than Permitted Encumbrances. Seller has The Companies have delivered or made available to Buyer true the Buyers accurate and complete copies of (i) all vesting deedsdeeds and other instruments (as recorded) by which the Company Entities acquired their respective interests in the Owned Real Property; (ii) all title reports, land registry certificates (if any), surveys, zoning reports and title reports policies with respect to the Owned Real Property; and (iii) all agreements granting purchase options, rights of first offer or similar rights of first refusal in favor of any other Person with respect to the Owned Real Property, in each case, to the extent such documents are in its the possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries Company Entities. Other than as set forth on Section 4.9(a)(i) of such the Company Disclosure Schedules, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real PropertyProperty or any portion thereof or interest therein. No Company Entity is party to any agreement or option to purchase any real estate or interest therein.
(b) Section 3.10(b4.9(b)(i) of the Seller Company Disclosure Letter Schedules sets forth a true an accurate and complete list description (by street address of the subject leased real property, the date of the lease, sublease, license or other occupancy right and the name of the parties thereto and, in the case of non-U.S. leased property, the relevant land title details (or similar registered property reference), if any (the “Leases”)) of all land, buildings, structures, fixtures, improvements and other interests in real property that is leased or otherwise occupied (but not owned) by any Company Entity (the “Leased Real Property”). Each Company Entity holds valid leasehold or subleasehold interests in its respective Leased Real Property, free and clear of any Encumbrances other than Permitted Encumbrances. Each Lease is legal, valid, binding, enforceable and in full force and effect. The Companies have delivered to the Buyers accurate and complete copies of (i) all Leases relating to the street location Leased Real Property, and in the case of any oral Lease, a summary of the material terms of such Lease and (ii) all real property title reports, zoning reports, surveys and interests title policies in real property the possession or control of the Company Entities with respect to the Leased Real Property. None of the Company Entities is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease. The Company Entities’ possession and quiet enjoyment of their respective Leased Real Property under such Lease has not been disturbed and, to the Knowledge of the Companies, there are no disputes with respect to such Lease. With respect to each such Lease, none of the Company Entities has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or given any notice of exercise by such party of, any option, right of first offer or right of first refusal contained in any such Lease. The rental rate set forth in each Lease of the Leased Real Property is the actual rental rate being paid, and there are no separate agreements or understandings with respect thereto. Each lease of the Leased Real Property grants the tenant or subtenant under the Lease the exclusive right to use and occupy the demised premises thereunder.
(c) Except as set forth on Section 4.9(c) of the Company Disclosure Schedules, (i) the Company Entities are in possession of their respective Owned Real Property and Leased Real Property and (ii) to the Knowledge of the Companies, there are no contractual or legal restrictions that preclude or restrict the ability of any Company Entity to use such Owned Real Property or Leased Real Property for the purposes for which it is currently being used. Except as set forth on Section 4.9(c) of the Company Disclosure Schedules, none of the Company Entities has leased, subleased, licensed or otherwise occupied by granted to any Person the Seller Entities right to use or occupy any portion of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the their respective Owned Real Property or Leased Real Property.
(d) There are no pending or, to To the Knowledge of Sellerthe Companies, threatened condemnation all buildings, structures, fixtures and other improvements included in the Owned Real Property or similar proceedings against Leased Real Property (collectively, the “Improvements”) are in material compliance with all applicable Laws. To the Knowledge of the Companies, no part of any Improvement encroaches on, or otherwise relating conflicts with the property rights of any Person in and to any real property not included in the Owned Real Property or Leased Real Property, and there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property which encroach on any part of the Owned Real Property or Leased Real Property, or otherwise conflict with the property rights of any Company Entity. Each parcel of Owned Real Property and Leased Real Property (i) abuts on and has direct vehicular access to an improved public road or has access to an improved public road via a permanent, irrevocable, appurtenant easement improved with a road benefiting such parcel of Owned Real Property or Leased Real Property and comprising a part of the Owned Real Property or Leased Real Property and (ii) is supplied with public or quasi-public utilities and other services appropriate for the operation of the Improvement located on such parcel and the operation of the Company Entities’ businesses thereon. To the Knowledge of the Companies, there is no existing, proposed or threatened eminent domain or other public acquisition Proceeding that would result in the taking of all or any part of any Owned Real Property or Leased Real Property or that would prevent or hinder the continued use and enjoyment of any Owned Real Property or Leased Real Property as heretofore used by any Company Entity.
(e) To the Knowledge of the Companies, none of the Improvements are in any material respect not in good operating condition and repair or unsuitable for their purpose (ordinary wear and tear excepted). The Improvements are suitable for the purposes for which they are being used by the Company Entities and have been maintained in accordance with normal industry practice. The Owned Real Property and the Leased Real Property constitutes all such property used in or necessary to conduct the businesses of the Company Entities.
Appears in 1 contract
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities Purchaser or one of its Subsidiaries, as the Transferred Subsidiaries has good case may be, holds record, good, valid, legal and marketable title in fee simple (or equivalent title under to the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Purchaser Owned Real Property, free and clear of all Encumbrances, except for other than Permitted Encumbrances. Seller has delivered or made available , and the land use rights relating to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Purchaser Owned Real PropertyProperty have been obtained from a competent Governmental Authority and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full. Each Purchaser Group Company has duly complied in all material respects with all the terms and conditions of, and all of its obligations under, the relevant land use rights contract or certificate or real property purchase contract in relation to any Purchaser Owned Real Property owned by it. The Purchaser Owned Real Property is and remains in conformity in all material respects with all applicable building codes and standards, construction and building, fire prevention, safety, planning or zoning Law.
(b) Section 3.10(b) Each of the Seller Disclosure Letter sets forth a true Purchaser Group Companies has valid leasehold interests in all of their respective Purchaser Leased Real Property, free and complete list of (i) the street location clear of all real property Encumbrances, other than Permitted Encumbrances, and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any each lease agreement of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business such Purchaser Leased Real Property (collectively, whether or not listed on Section 3.10(bthe “Purchaser Lease Agreements”) is valid, binding and enforceable. None of the Seller Disclosure LetterPurchaser Group Companies is delinquent in respect of any rent, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or rates and other similar agreement under charges for which the Seller Entities tenant is responsible under the Lease Agreements and there exists no default or event of default (or event which with or without notice or lapse of time or both would become a default) on the part of any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred SubsidiariesPurchaser Group Company, as applicable, in accordance with its terms; . Each of the Purchaser Group Companies has observed and (2) performed all restrictions and covenants on the Seller Entities’ part of the tenant and the Transferred Subsidiaries’ possession and quiet enjoyment conditions contained in the Lease Agreements in all material respects. Each of the Purchaser Group Companies enjoys peaceful and undisturbed possession of the Purchaser Leased Real Property under all such Real Property Lease has not been disturbed, and there Agreements. There are no material disputes with respect written or oral subleases, licenses or agreements granting to such Real Property Lease and no material defaults any other Person the right of use or breaches exist under occupancy of any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Purchaser Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 1 contract
Samples: Share Purchase Agreement (IE LTD)
Real Property. (a) Section 3.10(a13.15(a) of the Seller Target Disclosure Letter sets forth Schedule contains a true and complete correct list of the street locations of (i) all real property ownedowned by Target ("Owned Real Property"), directly (ii) all real property leased, subleased or indirectlyotherwise occupied by Target or any Subsidiary (as lessor or lessee), by together with a brief description of the Seller Entities terms thereof (the "Leased Real Property", and the leases relating thereto are herein called the "Real Property Leases", and the Leased Real Property and Owned Real Property collectively the "Real Property"), and (iii) all Liens relating to or affecting all or any of the Transferred Subsidiaries with book value in excess of €25,000,000 Real Property Leases. Neither Target nor any Subsidiary owns, nor has it ever owned, any real property.
(b) Target and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) each of the Seller Disclosure LetterSubsidiaries has fee simple title in and to, and is the record owner of, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for any Lien other than Permitted EncumbrancesLiens. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased Subject to the Seller Entities or any terms of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material set forth in Section 3.15 of the Target Disclosure Schedule, Target and each of the Subsidiaries has a valid and subsisting leasehold estate in and the right to quiet enjoyment of each of the Devices & Services Business, Leased Real Properties leased by it for the Transferred Subsidiaries and/or full term of the Purchased Assets, taken as a whole, (1) each lease thereof. Each Real Property Lease is in full force and effecteffect and is a legal, valid and bindingbinding agreement, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; terms against the parties thereto, and (2except as set forth in Section 3.15(b) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under Target Disclosure Schedule, there is no, nor has Target, any Subsidiary or any Principal Stockholder received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. Neither Target nor any Subsidiary owes brokerage, commissions or finders fees with respect to any such Real Property Lease has not been disturbedor Leased Real Property, and there are no material disputes with respect except to the extent that Target or a Subsidiary may renew the term of any such Real Property Lease Lease, in which case, any such commissions and no material defaults fees would be in amounts that are reasonable and customary for premises similar to those leased, given their intended use and terms. Neither Target nor any Subsidiary has assigned, sublet, transferred, hypothecated or breaches exist under otherwise disposed of any interest in any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Lease.
(c) Except in Target has delivered to Sonus prior to the ordinary course execution of business or as permitted under Section 5.1 or as set forth in Section 3.10(cthis Agreement true and complete copies of all Real Property Leases (including any amendments and renewal letters).
(d) of The improvements on the Seller Disclosure Letter, neither Leased Real Property subject to the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in Real Property Leases and on the Owned Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used.
(e) Except as disclosed in Section 3.15(e) of the Target Disclosure Schedule, neither Target, any Subsidiary nor any Principal Stockholder has received notice of any pending zoning or Leased other land use regulation Actions or Proceedings nor has any knowledge of any proposed change in any applicable Laws, which could reasonably be expected to detrimentally affect the use or operation of any Real Property, nor has any such party received notice of any special assessment proceedings affecting the Real Property, or applied for any change to the zoning or land use status of the Real Property.
(df) There are no pending orExcept as disclosed in Section 3.15(f) of the Target Disclosure Schedule, to the Knowledge current use and operation of Seller, threatened condemnation or similar proceedings against or otherwise all Real Property is in compliance with all applicable Laws (including without limitation all Environmental Laws and Laws relating to zoning and land use) and public and private covenants, restrictions and easements, and neither Target, any Subsidiary nor any Principal Stockholder has received notice of the Owned Real Property or Leased Real Propertynoncompliance with any applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Sonus Communication Holdings Inc)
Real Property. (a) Section 3.10(a3.17(a) of the Seller Disclosure Letter Schedule sets forth a true and complete list of: (i) the street address of each parcel of Company Owned Real Property, (ii) the date on which each parcel of Company Owned Real Property was acquired, (iii) the current owner of each parcel of Company Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each parcel of Company Owned Real Property was acquired, (v) the current use of each parcel of Company Owned Real Property, and (vi) the size of the facilities and the number of rooms of each hotel establishment located at each parcel of Company Owned Real Property.
(b) Notwithstanding anything in this Section 3.17 to the contrary, the Seller is making no representations or warranties with respect to the physical condition of the Real Property and the Purchaser is making this investment on an AS IS WHERE IS basis with respect to such matters.
(c) Section 3.17(c) of the Disclosure Schedule sets forth a true and complete list of: (i) the street locations address of each parcel of Company Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Company Leased Real Property, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Company Leased Real Property, (iv) the current use of each such parcel of Company Leased Real Property, and (v) the size of the facilities and the number of rooms of each hotel establishment located at each parcel of Company Leased Real Property.
(d) At Closing, the Company Leased Real Property constitutes all real property owned, directly or indirectly, leased by the Seller Entities or any Target Group in the Target Territories. The Company Owned Real Property constitutes all of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used real property in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of Target Territories to which the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries Target Group has good and marketable title in fee simple land use rights (or equivalent title under the Law interest).
(e) (i) The ICI Transferred Subsidiaries have granted land use rights in respect of the jurisdiction where the Owned Real Property is located) to each parcel of Company Owned Real Property, free and clear of any Claims or Encumbrances; (ii) each of the ICI Transferred Subsidiaries shall have duly obtained a property ownership certificate and a land use right certificate in respect of each Company Owned Real Property, (iii) the land use right in respect of each Company Owned Real Property shall be of a nature that permits the use of such Company Owned Real Property for hotel operations, (iv) no MEB Group Entity shall have leased any parcel or portion of any such Company Owned Real Property to any other Person and no other Person shall have any rights to the use, occupancy or enjoyment thereof pursuant to any lease, license, occupancy or other agreement.
(i) As of the Closing Date, the NewCo1 Entities shall have valid leasehold interests in all Company Leased Real Property; (ii) to the Seller’s Knowledge, the owner of each parcel of Company Leased Real Property shall have duly obtained a property ownership certificate and a land use right certificate in respect of such Company Leased Real Property, (iii) the land use right in respect of such Company Leased Real Property shall be of a nature that permits the lease of such Company Leased Real Property or the lease of such Company Leased Real Property for hotel operations, (iv) in the event that the lessor under any lease contract in respect any such Company Leased Real Property shall not be the owner of such Company Leased Real Property, to the Seller’s Knowledge, such lessor shall not have failed to obtain authorization from the owner of such Company Leased Real Property, or otherwise shall have valid legal rights, to enter into the relevant lease contract, (v) with respect to each lease contract in respect of such Company Leased Real Property, (A) it shall be valid, binding and enforceable under applicable Law in accordance with its terms and be in full force and effect with respect to the parties thereto; (B) no event of default shall have occurred which (with or without notice or lapse of time) would constitute a default thereunder on the part of the relevant NewCo1 Entity; (C) no event of default shall have occurred which (with or without notice or lapse of time) would constitute a default thereunder on the part of any other party thereto; and (D) the leasehold interests in the Company Leased Real Property shall be free and clear of all Encumbrances; (vi) each lease contract in respect of such Company Leased Real Property shall have been duly registered with the proper Governmental Authority (if so required under applicable Law); (vii) no NewCo1 Entity shall have leased any parcel or any portion of any parcel of any such Company Leased Real Property to any other Person t, except for Permitted Encumbrances. nor shall any NewCo1 Entity have assigned its interest under any lease in respect of such Company Leased Real Property to any third party.
(g) The Seller has delivered or made available to Buyer true Purchaser Parent correct and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by leases relating to the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Company Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a leaseincluding all amendments, subleasemodifications, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee supplements, exhibits, schedules, addenda and (ii) a list of all Real Property Leasesrestatements thereto. With respect to the Real Property Leases and each of such leases, except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1set forth in Section 3.17(g) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred SubsidiariesDisclosure Schedule, as applicable, in accordance with its terms; and (2) neither the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment nor any of the Leased Real Property under its Affiliates has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such Real Property Lease has not been disturbedlease or sublease, and there are no material disputes with respect including any such option or right pertaining to such Real Property Lease and no material defaults purchase, expansion, renewal, extension or breaches exist under any Real Property Lease relocation (or any occurrence or event that with the passage of notice or time or both would result in a material default or breachcollectively, “Options”).
(ch) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c3.17(h) of the Seller Disclosure LetterSchedule, neither (i) the use of each Company Owned Real Property and Company Leased Real Property for hotel operations and other purposes for which it is presently being used by the Seller Entities nor and Seller Affiliates is permitted under all applicable Laws, including applicable zoning Laws and applicable zoning plans of any Governmental Authority, and (ii) each Company Owned Real Property and Company Leased Real Property is in compliance in all material respects with all applicable Laws, including those pertaining to environmental impact, fire safety, food safety, siting and construction and licensing and permitting of occupancy and uses presently carried out on such property.
(i) Except as set forth in Section 3.17(i) of the Disclosure Schedule, to the Seller’s Knowledge, (i) there is no existing or proposed plan that has been submitted for approval to the relevant Governmental Authority to modify or realign any street adjoining, or highway in the vicinity of, or any zoning Laws and zoning plans of any Governmental Authority applicable to, any of the Transferred Subsidiaries have assignedReal Property, subleased, transferred, conveyed, mortgaged, deeded in trust and (ii) there are no existing or otherwise encumbered proposed Eminent Domain Action that would affect any interest in the Company Owned Real Property or Company Leased Real Property.
(d) There are no pending or, to Property or that would prevent or hinder the Knowledge continued use of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Company Owned Real Property or Company Leased Real PropertyProperty by any member of the Target Group as heretofore used in the conduct of the Business.
Appears in 1 contract
Samples: Master Purchase Agreement (China Lodging Group, LTD)
Real Property. (a) Section 3.10(a) of Except as set forth in Schedule 4.14(a), no Company owns in fee, or, during the Seller Disclosure Letter sets forth a true and complete list of the street locations of all Xxxx Ownership Period, has owned in fee, any real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyproperty.
(b) Section 3.10(b) Except for the Leased Real Property and Right of Access Property, no Company leases, subleases, licenses or has any interests in any real property, and no other real property is controlled or used or held for use by the Companies in connection with or is otherwise necessary to carry on the business of the Seller Disclosure Letter sets forth Companies as presently conducted, including real property leaseholds and subleaseholds, purchase options, easements, licenses, rights to access and rights of way. Schedule 4.14(b)(i) contains a true complete and complete correct list of all coal leases, coal subleases, licenses, easements and all other leases, subleases or any other agreement (iincluding all amendments, extensions, renewals, guaranties and other agreement with respect thereto) the street location of all with respect to real property or minerals held by any Company as of the date hereof, other than the Right of Access Leases (each, a “Lease” and interests in the real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Lettersubject to such Leases, the “Leased Real Property”, with ). Schedule 4.14(b)(i) identifies the leases relating lessor of each parcel of Leased Real Property according to the applicable Lease and identifies the Mine at which such Leased Real Property being collectively referred to herein as the “is located and any applicable Permit number. The Leased Real Property Leases”) leased and the appurtenant easements include all of the land, buildings, offices, structures, appurtenant easements and other improvements used or held for use in connection with or otherwise required to carry on the Seller Entities business of the Companies as presently conducted. No Company is in breach or default of any royalty, rental or other payment obligation under any of the Transferred Subsidiaries pursuant to Leases. Each Company is in material compliance with and enjoying quiet possession under each of the Leases. No Company has received any written notice and no Company is aware of any Action, demand or suit by a lease, sublease, license lessor or other similar agreement under which the Seller Entities or sublessor of any of the Transferred Subsidiaries is Leases claiming a material breach or default thereof or termination of any such Leases. Subject to the lessee receipt of all Consents, neither the execution and delivery of this Agreement by the Shareholders nor the performance of their obligations hereunder constitutes or sublessee will constitute a breach, default or event of default under any such Leases. The Companies have delivered to Buyer a true and (iicomplete copy of each Lease. Schedule 4.14(b)(ii) contains a complete and correct list of all Real Property Right of Access Leases. With “Right of Access Leases” means any and all coal leases, coal subleases, licenses, easements and all other leases, subleases or any other agreement (including all amendments, extensions, renewals, guaranties and other agreement with respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1thereto) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults real property or breaches exist under minerals held by any Real Property Lease Company during the Xxxx Ownership Period, the (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(cA) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.terms of
Appears in 1 contract
Samples: Share and Membership Interest Purchase Agreement (Nacco Industries Inc)
Real Property. (a) Section 3.10(aSCHEDULE 5.14(a) of the Seller Disclosure Letter Schedule contains a complete and correct list of all Owned Real Property, which list sets forth the address and owner of each parcel of Owned Real Property together with a true and complete list legal description of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”)each such parcel. The Seller Entities or one of the Transferred Subsidiaries Company has good good, valid, and marketable title in fee simple (or equivalent title under to the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for any Liens other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real PropertyLiens.
(b) Section 3.10(bSCHEDULE 5.14(b) of the Seller Disclosure Letter sets forth Schedule contains a true complete and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a correct list of all Real Property Leases, which list sets forth the address, landlord, and tenant for each Lease, together with the date of each Lease including all amendments thereto. The Company has delivered to the Purchaser correct and complete copies of the Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Each Lease is legal, valid, binding, in full force and effect, valid and binding, effect and enforceable against one each party thereto. Each Lease grants the tenant under the Lease the exclusive right to use and occupy the premises and rights demised and intended to be demised thereunder. To the best of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) Knowledge of the Seller Entities’ Company and the Transferred Subsidiaries’ Stockholders, the Company or any Subsidiary has good and valid title to the leasehold estate under its Leases free and clear of any Liens other than Permitted Liens. The Company enjoys peaceful and undisturbed possession and quiet enjoyment of under its respective Leases for the Leased Real Property under such Real Property Lease has not been disturbedProperty. Except as described on SCHEDULE 5.14(b) of the Disclosure Schedule, and there are no material disputes with respect to such Real Property Lease and no material defaults consent, waiver, approval or breaches exist authorization is required from the landlord under any Real Property Lease (as a result of the execution of this Agreement or any occurrence or event that with the passage consummation of notice or time or both would result in a material default or breach)the transactions contemplated hereby.
(c) Except in The Real Property constitutes all the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letterreal property owned, neither the Seller Entities nor any of the Transferred Subsidiaries have assignedleased, subleasedoccupied, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in used or held for use by the Owned Real Property or Leased Real PropertyCompany and its Subsidiaries.
(d) There are no The Company has not received any written notice of any proceedings in eminent domain or other similar proceedings pending or, to the Knowledge of Sellerthe Company and the Stockholders, threatened condemnation affecting any portion of the Real Property. There exists no writ, injunction, decree, order, or similar proceedings against judgment outstanding, or otherwise any litigation, pending or, to the Knowledge of the Company and the Stockholders, threatened, relating to the ownership, lease, use, occupancy, or operation by any Person of any Real Property.
(e) To the Knowledge of the Company and the Stockholders, the present use and operation of the Real Property in the conduct of the business does not violate any instrument of record or agreement affecting the Real Property. There is no violation of any covenant, condition, restriction, easement, or agreement, or order or any governmental authority that materially affects the Real Property or the ownership, operation, use or occupancy thereof. No damage or destruction has occurred as of the date hereof with respect to any of the Owned Real Property that, individually or Leased in the aggregate, would have or result in a Material Adverse Effect.
(f) Other than the Company or its Subsidiaries, there are no parties in possession or parties having any rights to occupy any of the Real Property. To the Knowledge of the Company and the Stockholders, the improvements located on the Real Property contain no material structural defects. The Real Property and all plants, buildings, and improvements located thereon do not violate in any material respect any applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses, and other approvals necessary to the current occupancy and use of the Real Property have been obtained, are in full force and effect, and the Company has received no written notice of any violation of such permits, licenses, and approvals.
Appears in 1 contract
Samples: Recapitalization Agreement (Centurion Wireless Technologies Inc)
Real Property. (a) Section 3.10(a) of Neither the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or Company nor any of the Transferred Subsidiaries with book value Company Subsidiary owns or, since January 1, 2005, has owned any interest in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such any Owned Real Property.
(b) Section 3.10(b3.21(b) of the Seller Disclosure Letter sets forth a true and complete list lists each parcel of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property, which leasehold interest in each case is free and clear of all Encumbrances (other than Permitted Encumbrances). The Company has made available to the Purchaser true, correct and complete copies of each lease (“Lease”, with the leases relating to such ) for each parcel of Leased Real Property being collectively referred to herein as and all material agreements related thereto. None of the “Real Property Leases”) leased Leases have been amended except to the Seller Entities or any of extent set forth in the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property LeasesDisclosure Letter. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Each Lease is valid and in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, effect in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending orrespective terms and, to the Knowledge of Seller, threatened condemnation there are no existing defaults thereunder.
(c) Either the Seller, the Company or similar proceedings against a Company Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and there are no contractual or, to the Knowledge of the Seller, legal restrictions that preclude or otherwise relating restrict the ability to use the Real Property for the purposes for which it is currently being used. All existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, Internet access and other utilities required for the use, occupancy, operation and maintenance of the Real Property are adequate for the conduct of the Business as it has been and currently is conducted. There are no material latent defects or material adverse physical conditions affecting the Real Property or any of the Owned facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Real Property. Neither the Company nor any Company Subsidiary has leased or subleased any parcel or portion of any Leased Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company or any Company Subsidiary assigned its interest under any Lease to any third party, except as set forth in the Disclosure Letter.
(d) The interests of Seller in the Leased Real PropertyProperty to be transferred pursuant to this Agreement are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.
(e) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same.
(f) The representations set forth in this Section 3.21 are the sole and exclusive representations of the Seller relating to real property matters.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Selective Insurance Group Inc)
Real Property. (a) Section 3.10(aFLCI does not own any real property. Schedule 3.17(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of lists all leases pursuant to which FLCI holds any real property owned("FLCI Real Property Leases") and includes complete, directly accurate and insurable legal descriptions of such leased real property. No parcel of land subject to an FLCI Real Property Lease relies on or indirectlyregularly makes use of access to the nearest public road or right-of-way over land owned by others, except where such access is by the Seller Entities means of one or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or more valid recorded easements not listed on Section 3.10(a) of the Seller Disclosure Lettersubject to divestiture, the “Owned Real Property”)terms of which have been disclosed to USOL prior to the date hereof. The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller FLCI has delivered or made available to Buyer USOL true and complete copies of all vesting deedsFLCI Real Property Leases, title together with copies of all reports of any engineers, environmental consultants or similar documents other consultants in its possession or control evidencing ownership by the Seller Entities or one relating to any of the Transferred Subsidiaries property subject to an FLCI Real Property Lease. All of such Owned the FLCI Real PropertyProperty Leases are valid, enforceable and effective in accordance with their terms; all rentals, royalties and other monetary obligations thereunder payable have been fully paid; there is not under any FLCI Real Property Lease any existing or claimed default by FLCI or any other party thereto; there is not under any FLCI Real Property Lease any event or condition, which with or without notice or the passage of time, or both, would constitute a default by FLCI; and FLCI enjoys peaceable and undisturbed possession under all FLCI Real Property Leases. None of the FLCI Real Property Leases are encumbered by any Liens, other than Permitted Liens.
(b) Section 3.10(b) Each separate parcel of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating estate subject to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such an FLCI Real Property Lease has not been disturbedadequate water supply, storm and sanitary sewer facilities, access to telephone, gas and electrical connections, fire protection, drainage and other public utilities, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event has parking facilities that with the passage of notice or time or both would result in a material default or breach)meet all requirements imposed by applicable Laws.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are is no pending or, to the Knowledge best knowledge of SellerFLCI, threatened condemnation or similar proceedings against proposed proceeding or governmental action to modify the zoning classification of, or to condemn or take by the power of eminent domain (or to purchase in lieu thereof), or to classify as a landmark, or to impose special assessments on, or otherwise relating to take or restrict in any way the right to use, develop or alter, all or any part of the Owned real property subject to the FLCI Real Property or Leased Real PropertyLeases.
Appears in 1 contract
Real Property. (ai) Section 3.10(a) None of the Seller Disclosure Letter sets Companies owns any real property.
(ii) Set forth under the caption “Leased Real Property” on Schedule 3.1(l) is a true true, correct and complete list of:
(A) each lease or similar agreement, including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto (collectively, the “Leases”), under which any of the street locations of all Companies is lessee of, or holds, uses or operates any real property owned by any third Person (the “Leased Real Property”);
(B) the name and address of the landlord for such Lease;
(C) the base rent and the amount of additional rent payable as of January 31, 2007 under such Lease;
(D) except as set forth on the face of such Lease, any rent escalations, if any, under such Lease;
(E) the amount of any tenant security deposit held by the landlord as of January 31, 2007, if any, under such Lease;
(F) except as set forth on the face of such Lease, the commencement and expiration dates and any unexercised renewal or expansion rights under such Lease; and
(G) except as set forth on the face of such Lease, any right to purchase or rights of first refusal granted under such Lease.
(iii) The Related Party Leases are all of the Leases under which any of the Companies is lessee of, or holds, uses or operates, any Leased Real Property owned, directly or indirectly, by any Related Party. The Related Party Leases are listed under the Seller Entities or caption “Related Party Leases” on Schedule 3.1(l).
(iv) Set forth under the captions “Leasehold Improvements” on Schedule 3.1(l) is a true, correct and complete list of each leasehold improvement made to any of the Transferred Subsidiaries with Leased Real Property since March 31, 2005 having a net book value in excess of €25,000,000 and that are primarily $10,000.
(v) The Leased Real Property comprises all the real property used by the Companies in the Devices & Services Business Business.
(collectivelyvi) Assuming good fee title is vested in the landlord, whether and subject to any defects in or not listed on Section 3.10(a) other matters affecting the landlord’s title, each of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries Companies has good and marketable valid leasehold title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned all Leased Real Property is located) to used by it, in each parcel of Owned Real Property, case free and clear of all EncumbrancesLiens, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property LeasesLiens. With respect to the Real Property Leases each Lease:
(A) a true correct, and except as would not otherwise be material complete copy of such Lease has been previously delivered to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, Buyer;
(1B) each Real Property such Lease is legal, valid, binding and presently in full force and effect;
(C) none of the Companies nor, valid and bindingto Seller’s Knowledge, any other party to such Lease is in breach or default, and enforceable against one no event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder;
(D) none of the Seller Entities or Transferred SubsidiariesCompanies nor, as applicableto Seller’s Knowledge, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under any other party to such Real Property Lease has not been disturbed, and repudiated any provision thereof;
(E) there are no material disputes with respect disputes, oral agreements or forbearance programs in effect as to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).Lease;
(cF) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) none of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have Companies has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest of such Company in the Owned Real Property or Leased Real Property; and
(G) to Seller’s Knowledge, the owners of the Leased Real Property have good and marketable title to such Leased Real Property, free and clear of any Liens, except Permitted Liens.
(dvii) All facilities located on the Leased Real Property have received all approvals of Governmental Authorities (including licenses and Permits (as hereinafter defined)) required to have been obtained by a Company in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws.
(viii) All facilities located on the Leased Real Property are supplied with utilities and other services necessary for the operation of said facilities, and such utilities and services are adequate to service the current normal operations of such facilities.
(ix) There are no pending or, to the Knowledge of Seller’s Knowledge, threatened condemnation proceedings, lawsuits, or similar proceedings against or otherwise administrative actions relating to any of the Owned Leased Real Property or other matters affecting materially and adversely the current use or occupancy thereof.
(x) To Seller’s Knowledge, the buildings and improvements are located within the boundary lines of the described parcels of Leased Real Property, 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 occupant, and, to Seller’s Knowledge, the Leased Real Property does not serve any adjoining property for any purpose inconsistent with the use of the Leased Real Property and 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.
(xi) There are no subleases, licenses, concessions or other agreements, written or oral, from the Companies granting to any third party or parties the right of use or occupancy of any portion of the Leased Real Property.
(xii) Except as set forth in the Leases, there are no outstanding options or rights of first refusal given to the Companies to purchase the Leased Real Property, or any portion thereof or interest thereon.
(xiii) To Seller’s Knowledge, there are no outstanding options or rights of first refusal given to any Person other than the Companies to purchase the Leased Real Property, or any portion thereof or interest therein, which interfere with (or threaten to interfere with) the use of such Leased Real Property by the Companies.
(xiv) There are no parties (other than the Companies) in possession of the Leased Real Property.
(xv) To Seller’s Knowledge, there is no material defect in the condition of, or physical damage to, the buildings, structures or other improvements located on the Leased Real Property, or any portion thereof, which has not been corrected or which will materially impair the operation of the Leased Real Property.
Appears in 1 contract
Samples: Equity Purchase Agreement (Usg Corp)
Real Property. (a) Section 3.10(aSchedule 4.15(a) of the Seller Disclosure Letter sets forth Schedule contains a true ---------------- and complete list and brief description of the street locations each parcel of all real property owned, directly or indirectly, owned by the Seller Entities Company or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in (the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “"Owned Real Property”"). The Seller Entities Company or one of the Transferred Subsidiaries a Subsidiary has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(bSchedule 4.15(b) of the Seller Disclosure Letter sets Schedule contains a true ---------------- and complete list and brief description of all real property that individually exceeds 30,000 square feet leased by the Company or its Subsidiaries, all of which are hereinafter referred to as the "Leased Real Property". The Company or a Subsidiary has a valid leasehold interest in or valid rights to all Leased Real Property. The Company has made available to the Purchaser true and complete copies of the leases of the Leased Real Property set forth on Schedule 4.15(b) --------------- of the Disclosure Schedule. No option, extension or renewal has been exercised under any lease of the Leased Real Property (the "Leases") except options, extensions or renewals whose exercise has been evidenced by a written document, a true and complete list copy of (i) which has been made available to the street location Purchaser with the corresponding Lease. Each of the Company and its Subsidiaries has complied in all material respects with the terms of all real property Leases to which it is a party and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries it is the lessee or sublessee in occupancy, and (ii) a list of all Real Property Leases. With respect to the Real Property such Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is are in full force and effect, valid and binding, and enforceable against one . Each of the Seller Entities Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such Leases, except where a failure to do so, individually or Transferred Subsidiariesin the aggregate, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has would not been disturbed, and there are no material disputes with respect reasonably be expected to such Real Property Lease and no material defaults have or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Company Material Adverse Effect.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any None of the Owned Real Property or Leased Real PropertyProperty is subject to any pledges, claims, liens, options, charges, easements, restrictions, covenants, conditions of record, encroachments, encumbrances and security interests of any kind or nature whatsoever (whether absolute, accrued, contingent or otherwise) (collectively, "Liens") other than Liens that do not, individually or in the aggregate, materially interfere with the present use of the property subject thereto or affected thereby.
Appears in 1 contract
Real Property. (a) Section 3.10(a) 2.12 of the Seller Disclosure Letter sets forth Schedule contains a true and complete correct list of the street locations each parcel of all real property owned, directly or indirectly, currently leased by the Seller Entities or any and a summary description of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business terms thereof. All such leases (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased are in full force and effect without the existence of any default (or any event which with the giving of notice or passage of time would constitute a default) on the part of Seller, or to the Knowledge of Seller, the lessor thereunder. All of the Real Property owned by Seller Entities is listed on Exhibit B attached hereto. With respect to the Real Property:
(i) Gullwing owns the Real Property free and clear of all Liens, other than (A) the Permitted Liens, and (B) the lien in favor of KeyBank National Association (“KeyBank Lien”) evidenced by a deed of trust dated September 17, 2001 with respect to the Real Property located in Pasco, Washington, and the lien in favor of Sterling Savings Bank (“Xxxxxxxx Xxxx”) evidenced by a deed of trust dated February 24, 2006 with respect to the Real Property located in Kennewick, Washington, both of which Liens will be released as of the Closing Date. Simultaneously with the Closing, Purchaser shall acquire the Real Property free and clear of all Liens, other than the Permitted Liens. During the three-year period preceding the date of this Agreement, except as set forth in Section 2.12(i) of the Disclosure Schedule, Gullwing has not received any notices from any insurer or agent requiring performance of any work with respect to the Real Property or canceling or threatening to cancel any insurance policy maintained by Gullwing or any of tenant with respect to the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and Real Property.
(ii) Section 2.12 of the Disclosure Schedule contains a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to Service Contracts. All of the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is Leases and Service Contracts are in full force and effect, valid and bindingneither Seller nor, and enforceable against one to the Knowledge of Seller, any other party thereunder is in default under any of the Seller Entities Leases or Transferred SubsidiariesService Contracts. Other than the Leases or Service Contracts, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no service contracts, maintenance contracts, management agreements, brokerage agreements, franchise agreements or other contracts or agreements affecting or relating to the Real Property that are material disputes to the operation of the Business.
(iii) The Real Property and the uses conducted thereon are in compliance with all applicable federal, state and local laws, ordinances, codes and regulations. Seller has not received any written notices from governmental authorities, and Seller has no Knowledge, of (A) any uncured violations of any license, permits, laws, ordinances (including without limitation zoning ordinances), codes (including without limitation building codes), regulations or other requirements of any governmental authority having jurisdiction over the Real Property, against, or with respect to, the Real Property or any part thereof, (B) any order or directive requiring any work of repair, maintenance or improvement be performed on or with respect to such the Real Property, or (C) any conditions or defects in, on or with respect to the Real Property Lease and no material defaults which would constitute noncompliance with any applicable law, ordinance, building code or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)restriction.
(civ) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries No special assessments have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending been levied or, to the Knowledge of Seller, are threatened condemnation or similar proceedings pending, against all or otherwise relating any part of the Real Property.
(v) No material work has been done on the Real Property by or on behalf of Seller within the past ninety (90) days for which the payment is in default or for which a lien could be filed.
(vi) Gullwing is not a “foreign person” within the meaning of Section 1445 of the Code.
(vii) Seller has no Knowledge of: (i) the presence of any Hazardous Material at, on, under and/or affecting the Real Property; (ii) the presence of any underground or above-ground storage tanks at or under the Real Property; (iii) any spills, releases, discharges, or disposal of Hazardous Material that have occurred or are presently occurring on or onto the Real Property; (iv) any spills or disposal of Hazardous Material that have occurred or are occurring off the Real Property as a result of any construction on, or operation and use of, the Real Property; (v) the presence of any PCB transformers serving or stored in the Real Property; (vi) any other environmental condition or matter which would require remediation or other corrective action pursuant to any of Environmental Laws; or (vii) any failure to comply with all Environmental Laws applicable to the Owned Real Property or Leased the uses conducted thereon. Seller has not used, treated, stored or disposed of any Hazardous Material at the Real Property in violation of any Environmental Laws or other applicable governmental requirements and, to the Seller’s Knowledge, no Hazardous Material has been used, treated, stored or disposed of at the Real Property in violation of Environmental Laws or any other applicable governmental requirements.
(viii) No person or entity, including without limitation, any tenant under any Lease affecting the Real Property, has any right of first refusal, right of first offer or other option to acquire the Real Property or any part thereof or interest therein.
(ix) Each parcel of the Real Property constitutes a separate tax lot which is not owned in common with any other party, and ad valorem real estate taxes have been assessed against the Real Property as a separate tax lot without regard to property owned by any other party.
(x) All certificates, permits and licenses (including without limitation any liquor licenses) from any governmental authority having jurisdiction over the Real Property which are necessary to permit the lawful use and operation of the buildings and improvements on the Real Property as they presently exist, have been obtained and are in full force and effect, and, to Seller’s Knowledge, there is no pending threat of modification, cancellation, termination of expiration of any such certificate, permit, approval or license. No buildings or improvements located on the Real Property depend on any dedication, variance, subdivision, special exception or other special governmental approval for their continuing legality. All utilities required for the operation of the Real Property either enter the Real Property through adjoining public streets or if they pass through adjoining private land, do so in accordance with valid public easements or private easements. All of said public utilities are installed and operating and all installation and connection charges have been or will be paid in full prior to the Closing Date.
(xi) There is no violation of any restriction, condition or agreement contained in any instrument affecting the Real Property, and Seller has not received any notices of default from any third party who shall be benefited by any such restriction, condition or agreements. No covenants or restrictions, easements or other agreements, if any, affecting the Real Property provide for forfeiture or reverter in the event of violation thereof, nor do they impose any restriction on alteration or demolition of any improvements constructed on the Real Property.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Real Property. (a) Section 3.10(a3.16(a) of the Seller Sellers’ Disclosure Letter sets forth Schedules contains a true correct and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property of such Seller and such Company, together with xxx xxxxxx xxxxxxx, xxxx, xxxxx and country of such property.
(b) Upon completion of the Pre-Closing Transactions, such Company shall have good, valid and, to the extent such a concept is locatedrecognized under local Law, marketable fee simple title (or the equivalent local Law) to each parcel of such Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered Upon Closing, the Monterrey Property Transitional Owner shall have good, valid and, to the extent such a concept is recognized under local Law, marketable fee simple title (or made available the equivalent local Law) to Buyer true the Monterrey Property, free and clear of all Encumbrances, except for Permitted Encumbrances and shall be fully authorized and empowered to sell to Buyer’s designee the Monterrey F&B Property.
(c) Upon completion of the transactions contemplated in Section 5.20, a Company or Buyer’s designee shall have good, valid and, to the extent such a concept is recognized under local Law, marketable fee simple title (or the equivalent local Law) to the Monterrey F&B Property, subject to the provisions of Section 5.20, as applicable, free and clear of all Encumbrances, except for Permitted Encumbrances.
(d) Section 3.16(d) of the Sellers’ Disclosure Schedules contains a correct and complete list of all real property subject to Leases, together with the street address and city, state and country of such property.
(e) Correct and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one Leases have been made available to Buyer.
(f) Upon completion of the Transferred Subsidiaries Pre-Closing Transactions, such Company shall have a good and valid leasehold, license or comparable interest relating to the Leased Real Property of such Owned Company, free and clear of all Encumbrances, except for Permitted Encumbrances.
(g) Upon completion of the Pre-Closing Transactions, each Lease shall be a binding and valid obligation of such Company party thereto and, to Sellers’ Knowledge, the other party thereto, enforceable in accordance with its terms, subject to the Enforceability Limitations.
(h) With respect to the Leased Real Property of such Company or the Business, neither Seller nor such Company has received or provided any written notice of (i) any material default or breach under a Lease for which there exists any ongoing obligations or liability or (ii) any event or occurrence that has resulted or would reasonably be expected to result (with or without the giving of notice, the lapse of time or both) in a material default for which there exists any ongoing obligations or liability with respect to any such Lease.
(i) Upon completion of the Pre-Closing Transactions and the transactions described in Section 5.19 and Section 5.20, neither Seller nor any Company is obligated under any option, right of first refusal or other contractual right to purchase, sell, dispose of or lease any of the Real Property, the Monterrey Property or any other real property or portion therein.
(j) To Sellers’ Knowledge, there are no material violations of any zoning ordinances, building codes or other governmental or regulatory Laws affecting the Real Property or the Monterrey Property.
(bk) Section 3.10(b) To Sellers’ Knowledge, as of the Seller Disclosure Letter sets forth a true date of this Agreement, neither Sellers nor such Company has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to any portion of the Real Property or the Monterrey Property.
(l) Upon completion of the Pre-Closing Transactions and complete list the transactions described in Section 5.20, the Real Property and the real property subject to the provisions of (i) Section 5.20 are the street location of all only real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether necessary or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force operation and effect, valid and binding, and enforceable against one continued conduct of the Seller Entities or Transferred Subsidiaries, Business in substantially the same manner in all material respects as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)currently conducted.
(cm) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, Notwithstanding anything herein to the Knowledge of Sellercontrary, threatened condemnation or similar proceedings against or otherwise Section 3.4, Section 3.8, Section 3.9 and this Section 3.16 contain the only representations and warranties by any Seller in this Agreement relating to any of the Owned Real Property or Leased Real Propertyreal property.
Appears in 1 contract
Samples: Stock Purchase Agreement (Owens-Illinois Group Inc)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities Company or one of its Subsidiaries is the Transferred Subsidiaries has owner of good and marketable title in fee simple (or equivalent title under to the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all EncumbrancesLiens, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by (i) the Seller Entities or one matters listed on Schedule 4.25 of the Transferred Disclosure Schedule; (ii) Permitted Liens; and (iii) Liens that shall be released pursuant to the Plan at or prior to the Closing. Except as set forth on Schedule 4.25 and with respect to the Permitted Liens, (i) neither the Company nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy any portion of such Owned Real Property and (ii) other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any portion of such Owned Real Property.
(b) Section 3.10(b) . Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property. The Owned Real Property listed on Schedule 4.25 of the Seller Disclosure Letter sets Schedule constitutes all of the real property owned by the Company or its Subsidiaries. Subject to payment of any cure amounts set forth a true on Schedule 4.25, and complete list except as set forth on Schedule 4.25 of the Disclosure Schedule: (i) all of the street location Real Estate Leases listed on Schedule 4.25 of the Disclosure Schedule constitute all of the real property estate leases of the Company and interests its Subsidiaries and are all valid, existing, in real property leasedfull force and effect and binding upon the Company and its Subsidiaries and the other parties thereto in accordance with their terms; (ii) each of the Company and its Subsidiaries and, to the Company’s Knowledge, each of the other parties thereto, is in compliance with all material terms and requirements of each such Real Estate Lease, and all undisputed rent and other material sums and charges payable by the Company and its Subsidiaries as tenant or subtenant thereunder are current; (iii) all cure amounts necessary for Buyer to assume any leases set forth on Schedule 4.25 of the Disclosure Schedule shall have been made pursuant to Section 365 of the Bankruptcy Code on or prior to Closing; (iv) the Company’s good faith estimate of the approximate aggregate amount of such rent and other sums and charges so payable are as set forth in Schedule 4.25 opposite the applicable Real Estate Lease; (v) no security deposit or portion thereof deposited with respect to the Real Estate Leases (if any) has been applied in respect of a breach or default under such Real Estate Leases which has not been redeposited in full; (vi) neither the Company nor any Subsidiary has subleased, licensed or otherwise occupied granted any Person the right to use or occupy the real property demised by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Estate Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2vii) other than to the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment lenders of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure LetterSenior Debt, neither the Seller Entities Company nor any Subsidiary has collaterally assigned or granted any other security interest in the Real Estate Leases. The Company has delivered to Buyer a true and complete copy of each Real Estate Lease (other than those of any Non-Controlled Subsidiaries). To the Company’s Knowledge, there is no pending proceeding to change or redefine the applicable legal requirements pertaining to zoning of any portion of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded Owned Real Property. No proceeding seeking an increase or reduction in trust or otherwise encumbered any interest in real estate Taxes imposed upon the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any assessed valuation of the Owned Real Property or Leased any portion thereof have been settled during the three (3) year period preceding the date of this Agreement or are currently pending. To the Company’s Knowledge, there is no pending imposition of any special or other assessments affecting the Owned Real Property or any portion thereof or any penalties or interest due with respect to real estate Taxes assessed against all or any portion of the Owned Real Property that are payable by the Company or its Subsidiaries or would result in a Lien against the Owned Real Property. None of the Company or its Subsidiaries has received written notice of, and to Company’s Knowledge, there is not any pending, threatened or contemplated action to change the zoning status of the Owned Real Property or eminent domain proceedings.
Appears in 1 contract
Real Property. (a) Section 3.10(aIDF neither owns nor has any interest of any kind (whether ownership, lease or otherwise) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all in any real property owned, directly or indirectly, by except to the Seller Entities or any extent of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title IDF's leasehold interests under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Propertyleases for its business premises, free and clear of all Encumbrancesif any, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of which leases (including all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by amendments thereto) are annexed hereto as Schedule 5.12 (the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property"Leases").
(b) Section 3.10(bExcept as set forth on Schedule 5.12, IDF and, to IDF's knowledge, the landlords thereunder are presently in compliance in all material respects with all of their respective obligations under the Leases, and the premises leased thereunder are in good condition (reasonable wear and tear excepted) and are adequate for the operation of IDF's current business.
(c) IDF is in actual possession of the Seller Disclosure Letter sets properties demised under the Leases. The Leases are free and clear of any Lien or any sublease or right of occupancy granted by IDF, except as set forth on Schedule 5.12 hereto, if at all.
(d) IDF has the right of ingress and egress through a true public road or street, to and complete list from the properties demised under the Leases.
(e) The properties demised under the Leases and the improvements thereon constitute all of (i) the street location of all real property and interests leases currently used exclusively or materially for the IDF Business and are adequate and sufficient for the current operations of IDF and the IDF Business.
(f) To the knowledge of IDF, there is no pending proceeding for the taking or condemnation of all or any portion of the properties demised under the Leases or pending taking or condemnation proceeding which would result in a termination of any Lease of real property leasedproperty, subleased, licensed or otherwise occupied by and none of the Seller Entities or same is threatened.
(g) There are no material items of maintenance that have been materially deferred with respect to any of the Transferred Subsidiaries with aggregate remaining lease payment in excess improvements on the real property demised under the Leases.
(h) IDF has received no uncured notice from applicable governmental authorities of €25,000,000 for the remainder any outstanding violations of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectivelybuilding or zoning laws, whether codes or not listed on Section 3.10(b) of the Seller Disclosure Letterregulations, the “Leased Real Property”or governmental or judicial orders issued pursuant thereto, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ real property and the Transferred Subsidiaries’ possession and quiet enjoyment of improvements thereon demised under the Leased Real Property under such Real Property Lease has not been disturbedLeases, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)violations.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
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Real Property. (a) Except as set forth on Section 3.10(a2.12(a) of the Seller Disclosure Letter sets forth a true and complete list Schedule, none of the street locations of all real property ownedAcquired Companies owns or, directly or indirectlyhas owned since January 1, by the Seller Entities or 2017, any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (interest in or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyany real property.
(b) Section 3.10(b2.12(b) of the Seller Disclosure Letter sets forth Schedule contains a true complete and complete accurate list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities an Acquired Company (whether as lessor or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term lessee, sublessor or sublessee or licensor or licensee) (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any and a list of the Transferred Subsidiaries pursuant to a each current lease, sublease, license or other similar occupancy agreement or other Contract under which the Seller Entities Real Property is currently leased, subleased, licensed or occupied by an Acquired Company (as the same have been amended, supplemented, extended or renewed, from time to time, collectively, the “Real Property Leases”).
(c) No Person, other than an Acquired Company, is in possession of any of the Transferred Subsidiaries Real Property. None of the Acquired Companies is a party to any lease, sublease, license or other Contract granting to any Person, other than the lessee Acquired Companies, the right of use or sublessee and (ii) occupancy of any of the Real Property. No Acquired Company is a list of all party to any agreement or option to purchase any real property or any interest therein other than as may be specifically set forth in the Real Property Leases. With Leases made available to the Buyer.
(d) The Seller has made available to the Buyer correct, accurate and materially complete copies of the Real Property Leases and guaranties thereof in Seller’s possession, in each case as amended or otherwise modified, supplemented, renewed, extended and in effect.
(e) None of the Acquired Companies currently owes or is otherwise obligated to pay any leasing fees or commissions, brokerage fees or commissions, finder’s fees or commissions or other commissions to any Person with respect to the Real Property Leases and except as would not otherwise be material (including due to the Devices & Services Businessexercise of an extension option or any other rights).
(f) To the Knowledge of the Seller, there are no Proceedings pending or threatened in writing against any of the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Facilities or any Real Property Lease or to which an Acquired Company is a party by reason of its leasing, subleasing, licensing, using or occupying of any Real Property.
(g) Each Acquired Company has obtained all material Permits necessary for the current use and operation by it of each applicable parcel of Real Property, and each such Permit is in full force and effect, valid and bindingno default or violation has occurred under any such material Permit.
(h) Except for Permitted Liens or as described in Section 2.12(h) of the Disclosure Schedule, each Acquired Company’s interest in its Real Property Leases is free and clear of any Liens, and enforceable against one is not subject to any deeds of trust, assignments, subleases or rights of any third parties known to or created or permitted by any Acquired Company.
(i) Neither Seller nor any of the Acquired Companies has received any written notice of any pending or threatened condemnations (or other similar Proceedings in the nature of eminent domain), requisitions, planned public improvements, annexation, special assessments, zoning or subdivision changes, affecting the Real Property.
(j) To the Knowledge of the Seller Entities and other than as specifically set forth in the Real Property Leases made available to Buyer, there are no outstanding options or Transferred Subsidiariesrights of first refusal to purchase the Real Property, as applicableor any portion thereof or interest therein, and none of the Acquired Companies has granted any third party any right, option, right of first refusal or any other Contract, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Real Property, and no option has been exercised under the Real Property Leases other than pursuant to a writing included in the Real Property Leases made available to Buyer.
(k) To the Knowledge of the Seller, no violation of applicable Law or of any restrictive covenant exists with respect to the Real Property, and neither Seller nor any of the Acquired Companies has received written notice of violation of any applicable Law or agreement, private restrictive covenant or governmental use restriction (including zoning) or other restriction (recorded or unrecorded) with respect to the Real Property which remains uncured.
(l) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Acquired Companies.
(m) To the Knowledge of the Seller, there are no material physical, structural or mechanical defects or deficiencies in the Real Property.
(n) Each Real Property Lease is valid, binding, in full force and effect and enforceable (subject to the individual(s), who executed the Real Property Leases on behalf of the applicable lessor or landlord, having the requisite authority to execute such Real Property Lease on behalf of the applicable lessor or landlord and bind the applicable landlord or lessor to same, provided that such lessor or landlord is not an Acquired Company) in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are is no material disputes with respect to such Real Property Lease and no material defaults or breaches exist existing default under any Real Property Lease (or by any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending Acquired Company or, to the Knowledge of the Seller, threatened condemnation or similar proceedings against or otherwise relating by any other party to any such Real Property Lease.
(o) No portion of the Owned rent or other sums and charges payable under any Real Property or Leased Leases has been paid for any period more than thirty (30) days in advance, and all security deposits, if any, under the Real PropertyProperty Leases in which an Acquired Company subleases any real property as sublessor have been collected by the applicable Acquired Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Finance of America Companies Inc.)
Real Property. (a) Section 3.10(aThe Company does not own, and has never owned, any real property or interest therein. Schedule 3.9(a) set forth all of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and land interests in real property therein leased, subleased, licensed subleased or otherwise occupied or used by the Seller Entities or any of the Transferred Subsidiaries Company (together with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) all easements and that are primarily used in the Devices & Services Business (collectivelyother rights appurtenant thereto and all buildings, whether or not listed on Section 3.10(b) of the Seller Disclosure Letterstructures and facilities located thereon, the “Leased Real Property”). For each item of Leased Real Property, with Schedule 3.9(a) also sets forth the leases relating street address, the lessor and the lessee (and any other legal occupant thereon), the lease term, the lease rate and the lease, sublease or other Contract pursuant to such which the Company holds a possessory interest in the Leased Real Property being collectively referred to herein as the and all amendments, renewals or extensions thereto (each, a “Lease”). The Company has a valid leasehold interest in each item of Leased Real Property Leases”) leased to and enjoys peaceful, exclusive and undisturbed possession of such item of Leased Real Property, in each case, free and clear of any Encumbrance, except Permitted Encumbrances. To the Seller Entities or any Knowledge of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services BusinessSeller, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities lessor or Transferred Subsidiariesprimary landlord, as applicable, under each Lease owns marketable fee simple title to the applicable Leased Real Property, subject only to the Permitted Encumbrances. The Company is not a sublessor of, or has assigned, transferred or pledged any lease covering, any item of Leased Real Property. All rents, leasing commissions or other brokerage fees and other amounts due from or payable by the Company with respect to any Lease have been paid in accordance with its terms; and full.
(2b) The Leased Real Property constitutes all interests of the Company, the Seller Entities’ or the Seller’s Affiliates in real property currently used primarily in connection with the Business. The Company holds all Permits required to operate in the Leased Real Property of the Company. The Leased 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 those that in the aggregate do not impair the current use, occupancy, value or marketability of title of or to the Leased Real Property. The Leased Real Property is in good order and operating condition, does not conflict with the Transferred Subsidiaries’ possession property rights of any other Person, and quiet enjoyment has direct access to adjacent streets and all utilities required for its current use. The Leased Real Property complies in all material respects with all applicable Laws, including zoning requirements. The Company has not received any notice of (i) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, (ii) existing, pending or threatened zoning, building code, special assessment or other moratorium proceedings or similar matters or (iii) recommended improvements or other actions relative to the Leased Real Property. Neither the whole or any portion of the Leased Real Property has been damaged or destroyed by fire or other casualty. There are no breaches of or defaults under such Real Property any Lease has not been disturbedby the Company or, to the Knowledge of the Seller, any other party thereto, and there are no material disputes event has occurred or circumstance exists that, with or without notice or lapse of time or both, would reasonably be expected to constitute a breach of or default by the Company or, to the Knowledge of the Seller, any other party thereto, under, or permit termination, modification or acceleration of, any Lease. The Company has a valid certificate of occupancy from the applicable Governmental Body with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(dc) There are no pending or, The Company is not a party to or bound by any Contract (including any option) for the Knowledge purchase or sale of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Propertyreal estate interest.
Appears in 1 contract
Samples: Equity Purchase Agreement (FiscalNote Holdings, Inc.)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property There is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such no Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such The Leased Real Property being collectively referred is listed on Schedule 7. Seller has provided to herein as Purchaser true and correct copies of all of the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, subleaseincluding all exhibits, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee schedules and (ii) a list of all Real Property Leasesamendments. With respect to the All Real Property Leases are valid and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is binding and in full force and effect, valid and binding, and enforceable against one . As of the Execution Date, there has been no breach or default (nor has there been any occurrence or condition which with the giving of notice or passage of time or both, would constitute a breach or default) on the part of Seller, nor, to the best of Seller's knowledge, a subtenant, or lessor under any Real Property Lease. As of the Closing Date, there will have been no breach or default (nor has there been any occurrence or condition which with the giving of notice or passage of time or both, would constitute a breach or default) on the part of Seller, nor, to the best of Seller's knowledge, a subtenant or lessor under any Real Property Lease except with respect to these matters as to which Purchaser has been notified in writing.
(c) Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment is conducting business at each of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result locations in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Propertymanner consistent with applicable zoning laws.
(d) There are no pending orleases, subleases, licenses or similar agreements permitting any party, whether affiliated or not affiliated with Seller, to lease, use or occupy space in the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
(e) On the Closing Date, the leasehold and other improvements pertaining to the Leased Real Property will be in as good repair and condition as they were on the date of this Agreement, reasonable wear and tear excepted. On the Execution Date, the plumbing, heating, air conditioning, electrical and sewage systems at each of the Leased Real Property are in good working condition and the roofs are free of leaks. On the Closing Date, the plumbing, heating, air conditioning, electrical and sewage systems at each of the Leased Real Property will be in good working condition and the roofs will be free of leaks except with respect to those matters as to which Purchaser and the related subtenant or lessor has been notified in writing.
(f) There are no facts or circumstances existing, or to the best knowledge of Seller threatened, that could result in a material adverse change in the present or future use of the Leased Real Property as mortgage loan origination offices. Seller has delivered to Purchaser all written reports, notices or claims it has received regarding violations at any Leased Real Property of any fire, zoning, health, building, hazardous waste or environmental code, ordinance, statute, regulation or order of any governmental authority or any agency, body or subdivision thereof.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Haven Bancorp Inc)
Real Property. 10. REAL PROPERTY.
(a) Section 3.10(a) SCHEDULE 3.10 of the Seller Disclosure Letter Schedule sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied owned by the Seller Entities or Company ("Owned Properties"). The Company has good, marketable and insurable title in fee simple to all Owned Properties, in each case free and clear of all Liens of any nature whatsoever except as set forth on Schedule 3.10 of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder Disclosure Schedule.
(b) SCHEDULE 3.10 of the applicable term Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company (without any extensions thereofindividually, a "Real Property Lease") and that are primarily used in identifies, for each Real Property Lease, the Devices & Services Business (collectivelyparties thereto, whether or not listed on Section 3.10(b) the address of the Seller Disclosure Letterproperty subject thereto, the “Leased Real Property”rent payable thereunder, with the leases terms of any renewal options, the substance of any amendments or modifications thereto and any reciprocal easement or operating agreements relating thereto. The Company has good, marketable and insurable title to such Leased Real Property being collectively referred to herein as the “leasehold estates in all Real Property Leases”) leased to the Seller Entities or , in each case free and clear of all Liens of any nature whatsoever except as set forth on Schedule 3.10 of the Transferred Subsidiaries pursuant Disclosure Schedule.
(c) None of the Real Property Leases is subject to a any lease, sublease, license or other similar agreement under which granting to any other Person any right to the Seller Entities use, occupancy or any enjoyment of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to or any part thereof.
(d) Each of the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease Leases is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are is no material disputes with respect to such Real Property Lease and no material defaults or breaches exist default under any Real Property Lease (either by the Company or any occurrence or other party thereto, and no event has occurred that with the passage lapse of time or the giving of notice or time or both would result constitute a default thereunder. Each of the Real Property Leases, upon the consummation of the transactions contemplated hereby and by the other Transaction Documents, will continue to entitle the Company, as the case may be, to the use, occupancy and possession of the real property specified in a material default such Real Property Lease. The Company has delivered or breach)otherwise made available to the Purchaser true, correct and complete copies of the Real Property Leases, together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder.
(ce) Except in the ordinary course of business No previous or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor current party to any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property Lease has given notice of or Leased Real Property.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating made a claim with respect to any of the Owned Real Property breach or Leased Real Propertydefault thereunder.
Appears in 1 contract
Real Property. (a) Section 3.10(a) of the Seller Sellers’ Disclosure Letter Schedules sets forth a true and complete list of the street locations addresses of all real property ownedleased, directly subleased or indirectlylicensed by, by the Seller Entities or for which a right to use or occupy has been granted to, any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in Acquired Companies (the Devices & Services Business (collectively“Leased Real Property,” and, whether or not listed on as the context may require, the “Real Property”). Section 3.10(a) of the Seller Sellers’ Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) Schedules also identifies with respect to each parcel of Owned Leased Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a each lease, sublease, license or other similar agreement Contractual Obligation under which such Leased Real Property is occupied or used including the Seller Entities street address or partial legal description (as available), date of and legal name of each of the parties to such lease, sublease, license or other Contractual Obligation and each amendment, modification or supplement thereto (the “Real Property Leases”). None of the Acquired Companies owns (or has ever owned) a fee interest in any real property.
(b) Except as set forth in Section 3.10(b) of the Sellers’ Disclosure Schedules, there are no written or oral leases, subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leasesand there is no Person (other than any Acquired Company) in possession of any of the Real Property. With respect to Complete and correct copies of the Real Property Leases and except as would have been provided to Buyer. The Acquired Companies have not otherwise be material waived, or to the Devices & Services BusinessTarget Companies’ Knowledge, omitted to take any action in respect of any rights under the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one Leases where the loss of such right would have a Material Adverse Effect on the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Business.
(c) Except in No eminent domain or condemnation Action is pending or, to the ordinary course of business Target Companies’ Knowledge, threatened, that would preclude or as permitted under Section 5.1 or as set forth in Section 3.10(c) materially impair the use of the Seller Disclosure LetterMaterial Real Property. To the Target Companies’ Knowledge, neither the Seller Entities nor any none of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in Acquired Companies’ current use of the Owned Material Real Property or Leased violates in any material respect any restrictive covenant of record that affects the Material Real Property.
(d) There are no pending orTo the Target Companies’ Knowledge, each Acquired Company has a valid leasehold estate in its respective Leased Real Property, in all cases free and clear of all Encumbrances except for Permitted Encumbrances. None of the applicable Acquired Companies and to the Knowledge of Sellerthe Target Companies, threatened condemnation no other party, is in material breach of or similar proceedings against default under the terms of any Real Property Lease (or otherwise relating has taken or failed to take any action which, with notice, lapse of time, or both, would constitute a default) or has received any notice of default, termination or non-renewal under any Real Property Lease. Each Real Property Lease is a valid and binding obligation of the Owned Acquired Company or one of its Subsidiaries, Enforceable in accordance with its terms.
(e) A true and correct copy of each Real Property Lease and any related (i) notices or memoranda of lease, (ii) subordination, non-disturbance and attornment agreements, (iii) estoppel certificates and (iv) material correspondence and agreements (including any reciprocal easement agreements) related thereto has been made available to Buyer as of the date of this Agreement.
(f) To the Target Companies’ Knowledge, no Leased Real PropertyProperty is subject to a leasehold mortgage or a construction mortgage and none of the fixtures or equipment owned by an Acquired Company and located at any Leased Real Property is subject to a Lien under the Construction Lien Act (Ontario).
(g) To the Target Companies’ Knowledge, there are no restrictive covenants, municipal by-laws or other laws which in any way prohibit or restrict the use of the Real Properties for the purposes for which they are presently being used, and the Acquired Companies have received no notice and are not aware of any proposed changes to the official plan or zoning by-laws affecting the Real Properties which will materially and adversely affect or prohibit such uses.
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Real Property. (a) Section 3.10(a4.13(a) of the Seller Disclosure Letter sets forth Schedule contains a true complete and complete correct list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any Owned Real Property of the Transferred Sellers and International Subsidiaries with book value in excess of €25,000,000 and that are primarily used in setting forth the Devices & Services Business (collectively, whether address or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “other information sufficient to identify specifically such Owned Real Property”). The Seller Entities or one Except as would not reasonably be expected to have a material adverse effect on the operation of the Transferred Subsidiaries Business, Seller has good and marketable title in fee simple (not leased or equivalent title under granted to any Person the Law right to access, enter upon, use, occupy, lease, manage, operate, maintain, broker or purchase any portion of the jurisdiction where the any Owned Real Property is located) to each parcel or the Sellers’ interest in any portion of Owned the Leased Real Property, free and clear of all Encumbrancesthat is not otherwise a Permitted Encumbrance or that will not otherwise be terminated on or prior to the Closing Date. To the Sellers’ Knowledge, except for Permitted Encumbrances. Seller has delivered or the Sellers have heretofore made available to Buyer true the Purchaser true, correct and complete copies of all vesting deedscontracts of sale, title reports or similar documents in its possession or control evidencing ownership by deeds and other agreements (including all modifications thereof and all amendments and supplements thereto) with respect to the Seller Entities or one Owned Real Property of the Transferred Subsidiaries of such Owned Real PropertySellers and International Subsidiaries.
(b) Section 3.10(b4.13(b) of the Seller Disclosure Letter Schedule sets forth a true complete and complete correct list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any Leased Real Property of the Transferred Sellers and the International Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for specifying the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether address or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating other information sufficient to identify all such Leased Real Property being collectively referred and the expiration date of the related lease. The Sellers have delivered to herein as the “Purchaser true, correct and complete copies of each of the leases, and subleases which any of the Sellers or International Subsidiary is a party to or under which any of the Sellers or International Subsidiaries has an interest (including all of the Assumed Real Property Leases”) leased ), in each case, together with all amendments, modifications, guarantees, supplements and renewals thereof. Each Assumed Real Property Lease grants Sellers the right to use and occupy the Seller Entities or any applicable Assumed Leased Real Property, in accordance with the terms thereof, subject only to Permitted Encumbrances. Each of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Assumed Real Property Leases and except as would not otherwise be material each of the other leases and subleases which any of the Sellers is a party to the Devices & Services Businessor has an interest under is valid, the Transferred Subsidiaries and/or the Purchased Assetsbinding, taken as a whole, (1) each Real Property Lease is in full force and effect, valid subject to proper execution and bindingauthorization of such lease by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, and each of the foregoing leases is enforceable against one the Sellers. Except as set forth on Section 4.13(b) of the Seller Entities Disclosure Schedule, to Sellers’ Knowledge, Sellers have not leased or Transferred Subsidiariesgranted to any Person the right to access, as applicableenter upon, use, occupy, lease, manage, operate, maintain, broker or purchase any portion of Sellers’ interest in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has Property, that is not been disturbed, and there are no material disputes with respect otherwise a Permitted Encumbrance or that will not otherwise be terminated on or prior to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Closing Date.
(c) Except None of Sellers have received any written notice of, or to the Knowledge of Sellers, oral notice of, condemnation or eminent domain proceedings pending or threatened that affect the Assumed Owned Real Property or the Assumed Leased Real Property. None of the Sellers have received any written notice of, or, to the Knowledge of any Seller, any oral notice of, any zoning, ordinance, building, fire or health code or other legal violation affecting any such Assumed Owned Real Property or Assumed Leased Real Property, except where any such violations would not have, individually or in the aggregate, a material adverse effect on the operation of the Business in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Propertyconsistent with past practice.
(d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.
Appears in 1 contract
Samples: Asset Purchase Agreement (Champion Enterprises Inc)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth The Company or a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries Company Subsidiary has good and marketable valid leasehold title in fee simple (or equivalent title under to the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Leased Real Property, good and marketable fee simple title to the Real Property described on Schedule 4.20(a), and a valid easement interest in each Easement or Easement Appurtenant, in each case free and clear of all EncumbrancesLiens other than Permitted Exceptions and Liens that will be discharged at or prior to Closing or are created by or through Parent, except for Permitted Encumbrances. Seller has delivered Merger Sub or made available to Buyer true any of their respective Affiliates, and complete copies the Company or the applicable Company Subsidiary is the sole owner of the Improvements thereon free and clear of all vesting deedsLiens other than Permitted Exceptions and Liens that will be discharged at or prior to the Closing or are created by or through Parent, title reports Merger Sub or similar documents in its possession or control evidencing ownership by the Seller Entities or one any of the Transferred Subsidiaries of such Owned Real Propertytheir respective Affiliates.
(b) Section 3.10(bSchedule 4.20(b)(i) sets forth as of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leaseddate hereof, subleasedand, licensed or otherwise occupied by the Seller Entities or any as amended pursuant to Section 6.17 hereof, as of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a wholeClosing Date, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; WIP Tower Site and (2) for each WIP Tower Site, the Seller Entities’ and amount of funds budgeted to complete the Transferred Subsidiaries’ possession and quiet enjoyment Tower located or to be located on such WIP Tower Site (provided that neither the Company nor any Company Subsidiary is giving any representation that the actual cost of completion will not exceed such budgeted amount). Schedule 4.20(b)(ii) sets forth all of the Leased Real Property under such Real Property Lease has not been disturbedTowers owned by the Company or a Company Subsidiary, as updated pursuant to Section 6.17, as of the Closing Date, and there are no material disputes with respect to sets forth, for each Tower (i) the height of such Real Property Lease Tower, (ii) the type of such Tower, and no material defaults (iii) and whether such Tower has lights. Schedule 4.20(b)(iii) contains a list of each Tower Site at which a communications tower or breaches exist under any Real Property Lease (pole located on such Tower Site is not owned by the Company or any occurrence or event that with the passage of notice or time or both would result in a material default or breach)Company Subsidiary.
(c) Except in Neither the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities Company nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered Company Subsidiary is a party to any interest in the Owned Real Property or Leased Real Propertyoffice space lease.
(d) There are no pending orSchedule 4.20(d) sets forth all Tower Bonds outstanding on the date hereof and, as updated pursuant to the Knowledge of SellerSection 6.17, threatened condemnation or similar proceedings against or otherwise relating to any as of the Owned Real Property or Leased Real PropertyClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sba Communications Corp)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure LetterExcept for Permitted Encumbrances, the “Owned Real Property”). The Seller Entities or one of the Transferred Company and its Subsidiaries has have good and marketable title interests to all real property owned by them ("OWNED REAL PROPERTY") or used in fee simple the conduct of their respective businesses as currently conducted ("LEASED REAL PROPERTY") or equivalent title under reflected in the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real PropertyInterim Financial Statement, free and clear of all Encumbrances. The buildings and other structures located on the Owned Real Property are in operational condition, except consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one operation of the Transferred Subsidiaries of business as currently conducted at such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leasesfacilities. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) the Company Disclosure Schedule, there are no persons in possession of, or having a right to possession of, any part of the Seller Owned Real Property other than the Company or its Subsidiary, as the case may be; and the Company is not a party to any contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The owners of fee simple title to the Owned Real Property are set forth in the Company Disclosure Letter, neither Schedule. Neither the Seller Entities Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affects the Owned Real Property, and no such special Taxes, levies or assessments are in existence, pending or, to the Knowledge of the Transferred Subsidiaries Company, contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any portion thereof, that would materially adversely impair the use, occupancy or operation of the Owned Real Property. No materials have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in been furnished to the Owned Real Property or Leased any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic's, materialman's or other Liens against such property or any portion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the Owned Real Property.
(d) There are , and no buildings, structures or other improvements or appurtenances thereto owned by others encroach onto or under the Owned Real Property. The Owned Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of Sellerthe Company, threatened condemnation threatened, termination of such access. The Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or similar proceedings against agreements to which the Company or otherwise relating to any Subsidiary is a party, which are for the use or occupancy of real estate owned by a third party and are used in the operation of the Owned business of the Company or Subsidiary (the "REAL PROPERTY LEASES") (accurate copies of which have previously been furnished to Purchaser), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases; (ii) the street address or legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the principal improvements and buildings thereon. Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect against the Company or its Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and equitable principles. With respect to each parcel of Leased Real Property: (i) all improvements, buildings and systems on any such parcel are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities; (ii) neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any such parcel and, to the Knowledge of the Company, no such special Taxes, levies or assessments are pending or contemplated; and (iii) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened termination of such access. None of the Permitted Encumbrances substantially interferes with the conduct of the business as currently conducted by the Company or any Subsidiary.
Appears in 1 contract
Real Property. (a) Section 3.10(a4.21(a) of the Seller Company Disclosure Letter sets forth Schedule contains a true and complete list brief description of the street locations (i) each parcel of all real property owned, directly or indirectly, owned by the Seller Entities Company or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good ) and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is locatedii) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership option held by the Seller Entities Company or one of the Transferred Subsidiaries of such Owned Real Property.
(b) to acquire any real property. Section 3.10(b4.21(a) of the Seller Company Disclosure Letter Schedule sets forth a true and complete list of (i) each lease or similar agreement under which the street location of all Company or any Subsidiary is lessee of, or holds or operates, any real property and interests in real property leasedowned by any third Person, subleased, licensed except those leases or otherwise occupied similar agreements which are terminable by the Seller Entities Company or any such Subsidiary without penalty on notice of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term 30 days or less (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(cb) Except for such matters as, individually or in the ordinary course of business or as permitted under Section 5.1 aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect or as set forth in Section 3.10(c4.21(b) of the Seller Company Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in Schedule:
(i) the Owned Real Property is in conformance with all deed restrictions and other covenants and conditions recorded or Leased running with the land; the current use and operation of the Owned Real Property is in conformity with the certificates of occupancy issued for such Owned Real Property.; all the buildings, structures, equipment and other tangible assets of the Company and the Subsidiaries located on the Owned Real Property are in good condition and repair and are sufficient to support the conduct of their business by the Company and the Subsidiaries after the Effective Time; no portion of the Owned Real Property is situated within an area designated (or to be designated) as a “flood plain” or “flood hazard zone” by any governmental body nor is it subject to a predictable flow of floodwaters or within the boundaries of any proposed floodway program; and all streets adjacent to or abutting the Owned Real Property have been dedicated as “public streets” and have been accepted by the governmental body possessing jurisdictions thereover;
(dii) There are no pending or, to neither the Knowledge whole nor any part of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or any Leased Real PropertyProperty is subject to any pending suit for condemnation or other taking by any governmental body and no such condemnation or other taking is threatened; and
(iii) the Company and the Subsidiaries have all conduits, leases, fee interests, licenses, rights of way, authorizations, permits (including permits for highway, railroad and waterway crossings and any necessary permits or authorizations such as environmental permits) and/or other agreements or rights necessary for (A) the granting of the indefeasible rights of use (“IRUs”) previously granted to their customers, if any, (B) the installation, use and access to the fibers and any related property that are the subject of the IRUs granted to their customers, if any, and (C) the ownership, possession and use of their network, if any.
Appears in 1 contract
Samples: Merger Agreement (Itc Deltacom Inc)
Real Property. The Company does not own any Real Property. (a) Section 3.10(ab)Section 3.22(b) of the Seller Company Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of Schedule lists: (i) the street location address and store number of all real property and interests in real property each parcel of Real Property that is leased, subleased, licensed subleased or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term Company (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”), with (ii) the leases relating date of commencement and scheduled expiration date (without regard to such Leased renewal options) of each Contract pursuant to which the Company leases, subleases or otherwise occupies any Real Property being collectively referred to herein as (the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (iiiii) a list of all the monthly minimum rent payable under each Real Property LeasesLease (excluding amounts payable on account of common area maintenance, taxes, insurance, utilities and similar items). With respect to Copies of the Real Property Leases and except in effect as would not otherwise be material of the Agreement Date have been made available to Purchaser either in an electronic data room or at the Devices & Services BusinessSeller’s office in Grapevine, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Texas. The Real Property Lease Leases made available to Purchaser pursuant to this Section 3.22(b) are accurate and complete in all material respects. Each of the Real Property Leases is valid, binding and in full force and effect, valid subject to the Enforceability Exceptions. The Company has good and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicablemarketable leasehold title to all Leased Real Property, in accordance with its terms; each case, free and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment clear of the all Encumbrances except Permitted Encumbrances. No parcel of Leased Real Property under such Real Property Lease has not been disturbedis subject to any Court Order or order to be sold or is being condemned, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letterexpropriated, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust re-zoned or otherwise encumbered taken by any interest in the Owned Real Property public authority with or Leased Real Property.
(d) There are no pending orwithout payment of compensation therefore, nor, to the Knowledge of Sellerthe Company, threatened condemnation has any such condemnation, expropriation or similar proceedings taking been proposed. There are no existing material defaults or breaches under any material Real Property Lease. The Company has not received any written notice of a default by the Company under any material Real Property Lease that remains uncured beyond any applicable notice and cure period. The Company has not received any written notice from any landlord or sublandlord terminating any material Real Property Lease. There are no claims or Actions of any landlord or sublandlord against the Company arising under or otherwise relating to any in connection with the material Real Property Leases and, upon the consummation of the Owned Transaction, the Company will continue to enjoy the same use and benefit under all material Real Property or Leased Real PropertyLeases as it did immediately prior to the Closing.
Appears in 1 contract
Samples: Equity Purchase Agreement
Real Property. (a) Section 3.10(a5.17(a) of the Seller Company Disclosure Letter sets forth a true and complete list of all of the street locations of all real property owned, directly or indirectly, owned by the Seller Entities Company or any of its Subsidiaries as of the Transferred Subsidiaries with book value date hereof (the "Owned Real Property"). Except as set forth in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a5.17(a) of the Seller Company Disclosure Letter of the Company Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where Company owns the Owned Real Property is located) to each parcel of Owned Real Property, property free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real PropertyLiens.
(b) Section 3.10(b5.17 (b)(i) of the Seller Company Disclosure Letter sets forth contains a true complete and accurate list of all of the material leases, subleases, licenses, or other agreements in existence as of the date hereof under which the Acquired Companies uses or occupies or has the right to use or occupy, now or in the future, any real property (collectively, the "Leases;" such property, the "Leased Real Property" and, collectively with the Owned Real Property, the "Real Property") including, with respect to each Lease, the name of the lessor, or the master lessor and sublessor, the date and term of the Lease, the square footage of the premises leased thereunder, and the aggregate annual rental payable thereunder. The Company has heretofore made available to Merger Sub true, correct and complete copies of all Leases currently in effect. The Acquired Companies have and own valid leasehold estates in the Leases and the Leased Real Property. Section 5.17 (b)(ii) of the Company Disclosure Letter of the Company Disclosure Letter contains a complete and accurate list of (i) all of the street location leases, subleases, licenses, or other agreements in existence as of all real property and interests in real property leasedthe date hereof granting to any Person, subleased, licensed or otherwise occupied by other than the Seller Entities Company or any of its Subsidiaries, any right to use or occupy, now or in the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder future, any of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business Real Property (collectively, whether the "Third Party Leases") including, with respect to each such Third Party Lease, the name of the master lessor, sublessor and sublessee, the date of the Third Party Lease and each amendment thereto, the square footage of the premises leased thereunder, and the aggregate annual rental payable thereunder. The Leases and the Third Party Leases are each in full force and effect and neither the Company nor any of its Subsidiaries is in material breach of or material default under, or has received written notice of any breach of or default under, any Lease or Third Party Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or material default thereunder by the Company or any of its Subsidiaries or any other party thereto. The Company and each of its Subsidiaries has performed all of its obligations in all material respects under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases.
(c) Neither the Company nor any of its Subsidiaries owes brokerage commissions or finder’s fees with respect to any Real Property. The Company and its Subsidiaries as of the date hereof occupy all of the Real Property for the operation of their business, except pursuant to Third Party Leases, there are no other parties occupying or with a right to occupy the Real Property. The Company and its Subsidiaries do not listed on use or occupy or have the right to use or occupy any real property other than the Real Property. The Company has not transferred or assigned any interest in any Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person or entity, except as described in Section 3.10(b5.17(b)(ii) of the Seller Company Disclosure Letter.
(d) To the knowledge of the Company, each Real Property and all of its operating systems are in good operating condition and repair, and free from material structural, physical, mechanical, electrical, plumbing, roof or other defects, is maintained in a manner consistent with industry standards generally followed with respect to similar property, and is suitable for the conduct of the business of the Company and its Subsidiaries as presently conducted.
(e) To the knowledge of the Company, the “Leased Company has not received any written notice from any insurance company of any defects or inadequacies in any Real Property or any part thereof which would reasonably be expected to materially and adversely affect the insurability of such Real Property or the premiums for the insurance thereof. To the knowledge of the Company, to written notice has been given by any insurance company which has issued a policy with respect to any portion of any Real 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 compliance has not been made.
(f) Neither the operations of the Company or any of its Subsidiaries on the Real Property nor, to the knowledge of the Company, any Real Property”, with including the leases improvements thereon, violate in any material respect any applicable building code, zoning requirement or other Law relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”property.
(g) leased Except to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as extent that such would not otherwise reasonably be expected to be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased AssetsCompany and its Subsidiaries, taken as a whole, : (1i) each Real Property Lease there is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, to the Knowledge knowledge of Sellerthe Company, threatened condemnation or similar proceedings against or otherwise relating to proceeding affecting any of the Owned Real Property or Leased Real Property.any portion thereof, and the Company has no knowledge that any such action is currently contemplated,
Appears in 1 contract
Real Property. (a) Disclosure Schedule Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all 4.8(a)-1 lists certain non-timber real property ownedowned by Redwood, directly or indirectlyLLC, by subject to Allowed Pre-Closing Changes (the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “"Non-Timber Owned Real Property”). The Seller Entities ") and Disclosure Schedule Section 4.8(a)-2 lists certain non-timber leases of real property leased or one of subleased to Redwood, LLC, subject to Allowed Pre-Closing Changes (the Transferred Subsidiaries has good "Non-Timber Leased Real Property" and marketable title in fee simple (or equivalent title under together with the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Non-Timber Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned "Non-Timber Real Property").
(b) Disclosure Schedule Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all 4.8(b)-1 lists certain timber real property owned by Redwood, LLC, subject to Allowed Pre-Closing Changes (the "Timber Owned Real Property") and interests in Disclosure Schedule Section 4.8(b)-2 lists certain leases of timber real property leasedleased or subleased to Redwood, subleasedLLC, licensed or otherwise occupied by subject to Allowed Pre-Closing Changes (the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “"Timber Leased Real Property”, " and together with the leases relating to such Leased Timber Owned Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services BusinessProperty, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each "Timber Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breachProperty").
(c) Except in The Non-Timber Owned Real Property and the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) Timber Owned Real Property constitute all of the Seller Disclosure Letterreal property owned by Redwood, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in LLC other than the Owned Real Property as defined in the Xxxxxxx Purchase Agreement (collectively, after giving effect, in each case, to Allowed Pre-Closing Changes, the "Owned Real Property"). The Non-Timber Leased Real Property and the Timber Leased Real Property constitute all of the real property leased or subleased to Redwood, LLC other than the Leased Real Property as defined in the Xxxxxxx Purchase Agreement (collectively, after giving effect, in each case, to Allowed Pre-Closing Changes, the "Leased Real Property").
(d) There are no pending orRedwood, LLC has good title to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property it purports to own, and at Closing, such Owned Real Property will be free and clear of any Encumbrance, other than Permitted Liens and Encumbrances which individually or in the aggregate are not reasonably likely to result in a Material Adverse Effect.
(e) Originals or copies of all of the leases and subleases among the Leased Real Property, which are accurate and complete, have been provided to Buyer (in accordance with the terms of the Confidentiality Agreement) for review.
(f) Disclosure Schedule Section 4.8(f) contains an accurate and complete list of all leases of Owned Real Property and subleases of Leased Real Property by Louisiana-Pacific or Redwood, LLC to third Persons, subject, in each case, to Allowed Pre-Closing Changes. Originals or copies of such leases and subleases, which are accurate and complete, have been provided to Buyer (in accordance with the terms of the Confidentiality Agreement) for review.
(g) Disclosure Schedule Section 4.8(g) sets forth a map that sets forth the location of all the timberlands owned by Redwood, LLC that will be conveyed to Buyer hereunder, except for the Real Property to be conveyed under the Xxxxxxx Agreement. Based solely on information obtained from the real property tax bills received by Louisiana-Pacific and prepared by the respective county assessor's office, the acreage comprising the Timber Real Property is approximately 235,000 acres.
Appears in 1 contract
Real Property. (a) Section 3.10(a) The Ground Lease represents the entirety of the Seller Disclosure Letter sets forth Leased Real Property, and a true and complete list copy of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries Ground Lease has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or been made available to Buyer true Purchaser. To the knowledge of MOP and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the applicable Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leasedthere exists no default (or event, subleased, licensed condition or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”act that, with the leases relating to such Leased Real Property being collectively referred to herein as giving of notice or lapse of time, or both, would become a default) of a party under the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a leaseGround Lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Ground Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; effect and (2iii) all rents, additional rents and sums payable pursuant to the Seller Entities’ Ground Lease that were or are due and payable have been paid. Purchaser acknowledges that the Transferred Subsidiaries’ possession Ground Lease is subject to the covenants and quiet enjoyment conditions contained in the document entitled "Ethical and Religious Directives for Catholic Health Care Services" dated November 1994 which limits the use and operation of the Leased Real Property Property. The Seller of Medical Place One, as listed in Recital A, as the lessee under such the Ground Lease, is the owner of the fee simple interest in all Improvements located on the Leased Real Property Lease has not been disturbed(subject to the reversionary interest of Ground Lessor), except for such furniture, fixtures and equipment owned by a Tenant.
(b) The Sellers listed in Recital A hold fee title to the applicable parcel of Real Property (or is a party to the Ground Lease) identified in Recital A and further described in Section 2.01 of the Seller Disclosure Schedule, and there are no material disputes with respect to all Improvements located thereon (except such Real Property Lease furniture, fixtures and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in equipment owned by a material default or breachTenant).
(c) Except in No proceeding is pending or, to the ordinary course knowledge of business MOP or as permitted under Section 5.1 any Seller, threatened for the taking or as set forth in Section 3.10(c) condemnation of the Seller Disclosure Letter, neither the Seller Entities nor all or any part of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There That, to Seller's knowledge, Seller has not received any notice of and there are no existing or pending orspecial assessments or unpaid fees affecting the Properties or any appurtenant property, including without limitation, impact fees, solid waste fees, reservation fees, aid-in-construction fees, utility connection fees, sewer or water assessments, fees for roadway and traffic improvements, or other development obligations which have been or are likely to be assessed by any governmental or quasi-governmental authority, water or sewer authority, solid waste authority, drainage district, street lighting district, or any other special taxing district, nor does Seller have any knowledge of any pending or proposed assessment for public improvements which might result in such being contemplated. Seller shall be liable for the portions of any assessments affecting the Properties that are certified, confirmed, or ratified and accrue prior to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real PropertyClosing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Retirement Properties Inc)
Real Property. (a) Except as set forth in Section 3.10(a) 7.12 of the Seller Disclosure Letter Schedule, Wxxxx Canada does not own and has never owned any real property or interests in real property, and Wxxxx Canada does not have any outstanding option or right of first refusal to purchase any real property or interest therein.
(b) Section 7.12 of the Disclosure Schedule sets forth a true and complete list of the street locations Leased Real Property, together with a description of all the Contracts related thereto including the parties thereto, annual rent, expiration date and location of the real property ownedcovered thereby, directly lease guaranties, subleases, licenses, easements, and agreements for the leasing, use or indirectlyoccupancy of, by or otherwise granting a right in or relating to the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Leased Real Property, including all amendments, terminations and modifications thereof (each, a “Lease”). The Seller Entities or one Sellers and Wxxxx Canada have provided to the Purchasers a true and complete copy of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) each Lease. With respect to each parcel of Owned Real Propertysuch Lease: (i) Wxxxx US or Wxxxx Canada, as applicable, has a valid and assignable leasehold interest in such Lease, free and clear of all Encumbrances, except for Liens other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and Liens; (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Sellers’ Knowledge such Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities Wxxxx US or Transferred SubsidiariesWxxxx Canada, as applicable, in accordance with its terms; and (2iii) such Lease constitutes the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbedentire agreement to which Wxxxx US or Wxxxx Canada, and there are no material disputes as applicable, is a party with respect to such the subject Leased Real Property Lease and no material defaults Property; (iv) Wxxxx US or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or Wxxxx Canada, as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letterapplicable, neither the Seller Entities nor any of the Transferred Subsidiaries have has not assigned, subleasedsublet, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned interest or estate created thereby; (v) the Leased Real Property and all facilities located thereon have received all material Permits required in connection with the operation thereof and are in compliance with and have been operated and maintained in accordance with all applicable Laws, including any zoning Laws; (vi) the Sellers and Wxxxx Canada are not in receipt of any notice of default pursuant to such Lease, no rentals are past due and, to the Sellers’ Knowledge, no condition exists that is or could reasonably be expected to result in a default by any party under such Lease; (vii) the Closing will not affect the enforceability against any Person of such Lease or the rights of the Purchaser or Wxxxx Canada to the continued use and possession of the Leased Real Property for the conduct of the business as currently conducted; and (viii) except as set forth in Section 7.12 of the Disclosure Schedule, there are no other parties occupying, or with a right to occupy granted by the Sellers or Wxxxx Canada, the Leased Real Property.
(c) There are no claims, governmental investigations, litigation or proceedings which are pending or, to Sellers’ Knowledge, threatened against the Leased Real Property or Sellers or Wxxxx Canada with respect to the Leased Real Property.
(d) There are No condemnation or eminent domain proceedings have been initiated by service of process on Sellers or Wxxxx Canada which relate to the Leased Real Property, and no pending orsuch proceedings are, to the Knowledge of SellerSellers’ Knowledge, threatened condemnation or similar proceedings against or otherwise relating have been filed by any Governmental Authority with respect to any of the Owned Real Property or Leased Real Property.
(e) To Sellers’ Knowledge, no improvements on the Leased Real Property encroach onto (i) a parcel of land not owned or leased by Wxxxx US or Wxxxx Canada or (ii) any part of the Leased Real Property which is subject to or encumbered by a right-of-way, easement or similar agreement. To Sellers’ Knowledge, no improvements on any parcel of property not owned or leased by Wxxxx US or Wxxxx Canada encroaches onto the Leased Real Property.
(f) Neither Wxxxx US nor Wxxxx Canada is in default under or has breached, and the Leased Real Property is not in violation of, and no event has occurred or is continuing which with notice or the passage of time, or both, would constitute a default by either Wxxxx US or Wxxxx Canada under any Contract relating to the use of the Leased Real Property. Neither Wxxxx US or Wxxxx Canada has received any notice or, to Sellers’ Knowledge, is there any fence dispute, boundary dispute, boundary line question, water dispute or drainage dispute concerning or affecting the Lease Real Property.
Appears in 1 contract
Real Property. (a) Section 3.10(a3.13(a) of the Seller Seller’s Disclosure Letter Schedule sets forth a true complete and complete accurate, in all material respects, list of all of the street locations of all real property owned, directly or indirectly, owned by the Seller Entities Transferred DPC Companies and their Subsidiaries or any the DPC Affiliates (in respect of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(aDPC Business) as of the Seller Disclosure Letterdate hereof, other than real property to be leased, subleased or licensed to the “Owned Real Property”)DPC Business under an Administrative Services Agreement. The Seller Entities Transferred DPC Companies and their Subsidiaries or one the DPC Affiliates (in respect of the Transferred Subsidiaries has DPC Business) have (or immediately prior to the Closing will have) good and marketable valid title in fee simple (or equivalent title under the Law of the jurisdiction where to the Owned Real Property is located) (other than the Specified Real Property), free and clear of all Encumbrances other than Permitted Encumbrances. As of the Closing Date, Buyer or a Subsidiary thereof will have good and valid title in fee simple to each parcel of Owned the Specified Real Property, free and clear of all Encumbrances, except for Encumbrances other than Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b3.13(b) of the Seller Seller’s Disclosure Letter Schedule sets forth a true complete and complete accurate, in all material respects, list of (i) all of the street location of all real property and interests in material real property leased, subleased, ground leased, subleased or licensed or otherwise occupied by the Seller Entities Transferred DPC Companies and their Subsidiaries or the DPC Affiliates (in respect of the DPC Business) as of the date hereof, other than real property to be leased or licensed to the DPC Business under an Administrative Services Agreement. True, correct and complete copies of all material Leases in effect as of the date hereof relating to the Leased Real Property have heretofore been delivered by DuPont to Buyer. All such Leases are valid, binding and in full force and effect and are enforceable against the Transferred DPC Company, Subsidiary of a Transferred DPC Company or DPC Affiliate party thereto and, to the Knowledge of DuPont, the other parties thereto in accordance with their terms, in each case, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. None of the Sellers or any of the Transferred DPC Companies or their Subsidiaries with aggregate remaining lease payment or the DPC Affiliates (in excess of €25,000,000 for the remainder respect of the applicable term (without DPC Business) has received written notice of any, and, to the Knowledge of DuPont, there is no material default under any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases material Lease relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(dc) There are no pending orAs of the date hereof, to none of the Knowledge of Seller, threatened condemnation Sellers or similar proceedings against or otherwise relating to any of the Owned Transferred DPC Companies or their Subsidiaries or the DPC Affiliates (in respect of the DPC Business) has received any written notice from any Governmental Authority that (i) the Real Property is in any violation of any federal, state or municipal law, ordinance, order, regulation or requirement or (ii) any special assessment or similar Tax will be imposed on any of the Real Property, in each case, that would reasonably be expected to have a Material Adverse Effect.
(d) As of the date hereof, none of the Transferred DPC Companies or their Subsidiaries or the DPC Affiliates (in respect of the DPC Business) has received any written notice that (i) any condemnation proceeding is pending or threatened with respect to any Real Property or Leased (ii) any material zoning or building code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any Real PropertyProperty in the ordinary course consistent with past practice.
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Real Property. (a) Section 3.10(a) of Neither the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or Company nor any of the Transferred its Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyowns any real property.
(b) Section 3.10(b3.15(b) of the Seller Disclosure Letter sets forth a true true, correct and complete list of (i) all leases, subleases and other agreements under which the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities Company or any of its Subsidiaries uses or occupies or has the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used right to use or occupy, now or in the Devices & Services Business future, any real property (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased ). The Company has heretofore delivered to the Seller Entities or any of the Transferred Subsidiaries pursuant to a leaseParent true, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee correct and (ii) a list complete copies of all Real Property LeasesLeases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Each Real Property Lease is valid, binding and in full force and effect, valid all rent and binding, other sums and enforceable against one charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default of a material nature on the part of the Seller Entities or Transferred SubsidiariesCompany or, as if applicable, in accordance with its terms; and (2) Subsidiary or, to the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment knowledge of the Leased Real Property under such Real Property Lease has not been disturbedCompany, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist the landlord thereunder exists under any Real Property Lease Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all mortgages, pledges, liens, encumbrances and security interests, except (i) those reflected or any occurrence or event that reserved against in the balance sheet of the Company as of December 31, 2007 and included in the Company 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 which do not materially interfere with the passage Company’s use and enjoyment of notice such real property or time materially detract from or both would result in a material default or breach).
(c) Except in diminish the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of value thereof. Neither the Seller Disclosure Letter, neither the Seller Entities Company nor any of the Transferred its Subsidiaries have assignedhas received notice of any pending, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
(d) There are no pending or, and to the Knowledge knowledge of Sellerthe Company there is no threatened, threatened condemnation or similar proceedings against or otherwise relating with respect to any property leased pursuant to any of the Owned Real Property Leases. The Company and each of its Subsidiaries has sufficient title to or Leased Real Propertyother interest in all other assets to conduct its business as currently conducted.
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Real Property. (a) Except as set forth in Section 3.10(a3.17(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all Schedule, neither Digi Outdoor nor any subsidiary has owned any real property owned, directly or indirectly, by interest therein within the Seller Entities or any ten year period prior to the date of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertythis Agreement.
(b) Section 3.10(b3.17(b) of the Seller Disclosure Letter Schedule sets forth a true true, correct and complete list of (i) the street location of all real property leases, subleases, licenses and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business other agreements (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities under which Digi Outdoor or any subsidiary uses or occupies or has the right or obligation to use or occupy or pay rent or other fees for use thereof, now or in the future, any real property (the land, buildings and other improvements covered by the Real Property Leases being hereinafter referred to as the “Leased Real Property”), which list includes the true, correct and complete property address, the name of the Transferred Subsidiaries pursuant to a landlord and tenant, the term of each lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all leases and amendments for each lease, together with details of any security deposit and other prepaid amounts owing in respect of each Real Property Lease, and to knowledge of Digi Outdoor and XxxXxxx, the square footage leased under each such Real Property Lease. Except for leases identified in Section 3.17(b) of the Disclosure Schedule as immaterial month-to-month arrangements, Digi Outdoor has delivered or made available to the Surviving Corporation true, correct and complete copies of all written Real Property Leases, including all material and written modifications, amendments and supplements thereto and waivers thereunder. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Each Real Property Lease is valid, binding and in full force and effect, valid and binding, and enforceable against one as of the Seller Entities or Transferred SubsidiariesClosing, as applicable, in accordance with its terms; all amounts currently due and (2) payable pursuant to the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not Leases will have been disturbed, and there are no paid in full or reserved for in compliance with GAAP. Neither Digi Outdoor nor any subsidiary is in default or breach in any material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (Lease, and no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a breach or default thereunder by Digi Outdoor or any occurrence subsidiary. Neither Digi Outdoor nor any subsidiary has received written notice of, nor to the knowledge of Digi Outdoor or event that with XxxXxxx, has there been any, threatened default by any landlord or tenant under any Real Property Lease. All of the passage land, buildings, structures, plants, facilities and other improvements used by Digi Outdoor or any subsidiary for which Digi Outdoor or such subsidiary requires a possessory interest in the conduct of notice or time or both would result its business are included in a material default or breach)the Leased Real Property.
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c3.17(c) of the Seller Disclosure LetterSchedule, neither the Seller Entities Digi Outdoor nor any subsidiary has received written notice of any pending, or to the knowledge of Digi Outdoor or XxxXxxx, are there any threatened, condemnation, eminent domain or similar proceedings affecting the Leased Real Property any improvements thereon or any portion thereof. Neither Digi Outdoor nor any subsidiary has received written notice that there is any pending, or to the knowledge of Digi Outdoor and XxxXxxx, has there been any threatened, request, application or proceeding to alter or restrict any zoning or other use restrictions applicable to the Leased Real Property, any improvements thereon or any portion thereof. To the knowledge of Digi Outdoor and XxxXxxx, there are no adverse parties in possession of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Leased Real Property or any portion or portions thereof, and on the Closing Date the interests of Digi Outdoor in the Leased Real PropertyProperty will be free and clear of any and all subleases, licenses, occupants or tenants that would materially impair Digi Outdoor’s or any subsidiary’s use of the Leased Real Property except as set forth in Section 3.17(c) of the Disclosure Schedule.
(d) There are no pending orCollectively, the Leased Real Property is adequate for the operation of the business presently conducted by Digi Outdoor and each subsidiary and, to the Knowledge knowledge of SellerDigi Outdoor and XxxXxxx, there are no conditions existing or actions pending or threatened condemnation or similar proceedings against or otherwise relating to any that would materially impair the adequacy of the Owned Leased Real Property or Leased Real Propertyfor that purpose.
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Samples: Consolidated Merger Agreement (Digi Outdoor Media Inc.)
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all The Company does not own any real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Propertyproperty.
(b) Section 3.10(bSchedule 4.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) each lease or similar agreement under which the street location of all Company is lessee of, or holds, uses or operates, any real property and interests in real property leased, subleased, licensed or otherwise occupied owned by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term third Person (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”). Except as set forth in Schedule 4.10(b), with the leases relating Company has the right to such quiet enjoyment of all the Leased Real Property being collectively referred to herein as for the “full term of each such lease or similar agreement (and any renewal option) relating thereto, and the leasehold or other interest of the Company in the Leased Real Property Leases”is not subject or subordinate to any Encumbrances except for Permitted Encumbrances. Except as set forth on Schedule 4.10(b), and except for Permitted Encumbrances, (i) leased to there are no agreements or other documents governing or affecting the Seller Entities occupancy or tenancy of any of the Transferred Subsidiaries pursuant to a leaseRelated Party Leased Real Property by the Company or by any Person other than the Company, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to there are no agreements governing or affecting the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities occupancy or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment tenancy of the Leased Real Property under such (other than the Related Party Leased Real Property Lease has not been disturbedProperty, and there in respect of which the Stockholders are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with making the passage of notice or time or both would result in a material default or breach).
(c) Except in the ordinary course of business or as permitted under Section 5.1 or as representations set forth in Section 3.10(cclause (i) of above) executed by the Seller Disclosure LetterCompany, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property.
and (diii) There are no pending or, to the Knowledge of Sellerthe Stockholders, threatened condemnation there are no other agreements or similar proceedings against other documents (other any other agreements listed in Schedule 4.10(b) pursuant to clause (ii) above) governing or otherwise relating to any affecting the occupancy or tenancy of the Owned Leased Real Property or (other than the Related Party Leased Real Property, in respect of which the Stockholders are making the representations set forth in clause (i) above). Complete and correct copies of any instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys and appraisals in the possession of the Stockholders or the Company and any policies of title insurance currently in force and in the possession of the Stockholders or the Company with respect to each such parcel of Leased Real Property have heretofore been delivered by Stockholders to Buyer.
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