Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (OFS Energy Services, LLC), Purchase and Sale Agreement (Key Energy Services Inc), Purchase and Sale Agreement (Key Energy Services Inc)
Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered With respect to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure ScheduleOwned Facilities:
(ia) each Subsidiary has RIGI shall receive good and marketable title (subject, however, to Easement in favor of Georgia Power Company dated November 23, 1993 and recorded in Deed Book 114, pages 127 and 128, Xxxxxxx County, Georgia records, and to taxes which may be due but not payable) by special warranty deeds for the Real Property, Owned Facilities in proper form for recording in the State of Georgia for the Owned Facilities;
(b) The Owned Facilities shall be free and clear of any EncumbrancesSecurity Interest, easement (except for Easement in favor of Georgia Power Company dated November 23, 193 and recorded in Deed Book 114, pages 127 and 128, Xxxxxxx County, Georgia records), covenant, or other restriction, except for Permitted Exceptions andinstallments of special assessments not yet delinquent and recorded easements, as covenants, and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the date hereof, Permitted Encumbrancesproperty subject thereto;
(iic) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the use and operation of Owned Facilities, or other matters affecting adversely the Real Property in the operation of the Business does not violate in any material respect any instrument of record current use, or agreement affecting the Real Propertyoccupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;
(iiid) The legal description for the Real Property is Owned Facilities contained in compliance the deed thereof shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in all material respects with all violation of applicable buildingsetback requirements, zoning, subdivision and other land use or similar Lawszoning laws, and ordinances, (2) shall not encroach on any easement which may burden the Selling Group has land, and described parcel of land not received serve any written notice of violation or claimed violations of such Laws;
(iv) adjoining property for any purpose inconsistent with the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
land, and (vii3) no member of the Seller Group has shall not be located within any knowledge of flood plain or be included in any fact wetlands or condition which would result in the termination of the current access to or from the Real Property be subject to any presently existing highways, roads, and rights-of-way on similar type restriction for which any permits or adjoining licenses necessary to the Real Propertyuse thereof shall have not been obtained; and
(viiie) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsOwned Facility.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Recycling Industries Inc), Asset Purchase Agreement (Recycling Industries Inc), Asset Purchase Agreement (Recycling Industries Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 5.13 sets forth a list and legal description of all real property owned, leased, ------------- occupied or used by the Subsidiaries (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property owned is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiaries, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by each Subsidiarythe LLC or the Subsidiaries, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiaries, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder.
(b) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. Neither Seller owns To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes.
(c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used or useful and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the Business. Sellers continued use, occupancy and operation of the Real Property have delivered been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or any of the Subsidiaries.
(d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations.
(e) All work done or materials furnished by or on behalf of the Subsidiaries for construction of or repairs to the Buyers complete improvements located on the Real Property have been paid for in full and correct copies of all there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the following materials relating to such Real Property.
(f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the extent aggregate have a Material Adverse Effect on any of the Subsidiaries. Each lease is in Sellers’ full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or control: title insurance policies entitled to possession thereof other than the Subsidiaries and commitments; deeds; encumbrance tenants under the leases listed on Schedule 5.13.
(g) Neither the LLC nor the Subsidiaries has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property.
(h) The Real Property has adequate legal access to public roads and easement documents all buildings and other documents and agreements affecting title to or for operation improvements are located entirely within the boundary lines of such the Real Property; surveys; as-built construction plans; construction contracts . There are no encroachments on the Real Property and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) no portion of the Disclosure Schedule:Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or in any area similarly designated by any other Governmental Authority having jurisdiction thereof.
(i) each To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property.
(j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health.
(k) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof.
(l) Each Subsidiary has good and marketable owns fee simple title to the its respective Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, Liens and free and clear of encumbrances and other matters of title except as of the date hereof, Permitted Encumbrances;shown on Schedule 5.13(1). ----------------
(iim) the use and operation There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property in nor, to the operation Knowledge of the Business does not violate in LLC, have any material respect any instrument of record such actions, suits, proceedings or agreement affecting the Real Property;claims been threatened or asserted.
(iiin) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property is through private easements or dedicated public easements in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required capacities sufficient to use serve and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of each project. Private drives located upon the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will appurtenant easements have the right been completed and connect to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, public roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc), Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc)
Real Property. Section 3.4(a(a) Schedule 3.9(a) contains a true and complete list of the Disclosure Schedule sets forth a list and legal description of all the Owned Real Property owned by each SubsidiaryProperty. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered With respect to the Buyers complete and correct copies of all of the following materials relating to such Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary Seller has good good, marketable and marketable insurable fee simple title to the Owned Real Property, free and clear of all Liens other than Permitted Liens;
(ii) Except for Permitted Liens, Seller has not leased, subleased, licensed or otherwise granted to any EncumbrancesPerson the right to possess, use or occupy the Owned Real Property or any portion thereof;
(iii) Except for Permitted Liens, there are not outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease the Owned Real Property, or any portion thereof or interest therein;
(iv) There are no zoning, entitlement, building codes and other land use regulations, ordinances or legal requirements imposed by any Governmental Body having jurisdiction over the Owned Real Property that individually or in the aggregate materially impair or would reasonably be expected to materially impair the continued use of the Owned Real Property for the purposes for which it is used for the Business; and
(v) Seller has not received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with the Owned Real Property and, to the Knowledge of Seller, no such condemnation proceeding is pending or has been threatened in connection with the Owned Real Property.
(b) Schedule 3.9(b) lists all of the IDB-Leased Real Property, including the address of landlord and tenant for each Thorsby Property Lease.
(i) Seller has good, marketable and insurable leasehold title to the Thorsby Facility, free and clear of all Liens other than Permitted Liens.
(ii) Seller does not own any real property at the site of the Thorsby Facility. There are no zoning, entitlement, building codes and other land use regulations, ordinances or legal requirements imposed by any Governmental Body having jurisdiction over the IDB-Leased Real Property that individually or in the aggregate materially impair or would reasonably be expected to materially impair the continued use of the IDB-Leased Real Property for the purposes for which it is used for the Business.
(iii) Seller has delivered to Buyer complete copies of each Thorsby Property Lease, including all amendments and agreements related thereto. Seller holds valid leasehold title to all of the IDB-Leased Real Property, in each case in accordance with the provisions of the applicable Thorsby Property Lease for such IDB-Leased Real Property and free and clear of all Liens except for Permitted Exceptions andLiens. Each Thorsby Property Lease is enforceable against Seller, and to the Knowledge of Seller, each other party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, Seller has performed all material obligations to be performed by it under the Thorsby Property Leases, is not in material breach or default under any such Thorsby Property Lease and no event has occurred or failed to occur that, with or without notice or lapse of time or both, would constitute such a breach or default by Seller or, to the Knowledge of Seller, any other party thereto or, to the Knowledge of Seller, permit termination, modification or acceleration under any such Thorsby Property Lease. To the Knowledge of Seller, the other parties to the Thorsby Property Leases have, as of the date hereof, performed all obligations required to be performed by such parties thereunder and are not (with or without the lapse of time, the giving of notice, or both) in breach or default thereunder. Except for Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable buildingLiens, zoning, subdivision and other land use or similar Laws, and the Selling Group Seller has not received any written notice of violation leased, subleased, licensed or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect otherwise granted to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have Person the right to possession and possess, use of or occupy the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the IDB-Leased Real Property to or any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsportion thereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (BOISE CASCADE Co), Asset Purchase Agreement (BOISE CASCADE Co)
Real Property. (a) The Seller does not own any real property that is primarily used by the Seller in respect of the Business.
(b) Section 3.4(a3.13(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, to the Seller’s Knowledge, of each such parcel of Leased Real Property, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property.
(c) Except as described in Section 3.13(c) of the Disclosure Schedule, to the Seller’s Knowledge, there is no material violation of any Law (including any building, planning or zoning law) relating to any of the Leased Real Property. To the extent in the Seller’s actual possession, the Seller has made available to the Purchaser true, legible and complete copies of all the certificates of occupancy, environmental reports and audits, permits, other Encumbrances and other documents relating to or otherwise affecting the Leased Real Property, the operations of the Seller (as they relate to the Business) thereon or any other uses thereof. The Seller is in peaceful and undisturbed possession of each parcel of Leased Real Property, and to the Seller’s Knowledge, there are no contractual or legal restrictions that preclude or restrict the ability to use the Leased Real Property for the purposes for which it is currently being used.
(d) Section 3.13(d) of the Disclosure Schedule sets forth a true and complete list and legal description of all Leases relating to the Leased Real Property owned and any and all ancillary documents (the “Ancillary Lease Documents”) pertaining thereto (including all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each of such Leases, neither the Seller has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or received any notice of exercise by each Subsidiary. Neither the Seller owns of, any Real Property option, right of first offer or right of first refusal contained in any such Lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation that is used will be consummated after the date of this Agreement (collectively, “Options”).
(e) To the Seller’s Knowledge, there are no condemnation proceedings or useful for eminent domain proceedings of any kind pending or threatened against the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Leased Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:.
(i) each Subsidiary has good All the Leased Real Property is occupied under a valid and marketable title to the Real Propertycurrent certificate of occupancy or similar permit, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use transactions contemplated by this Agreement and operation the Ancillary Agreements will not require the issuance of the Real Property in the operation any new or amended certificate of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
occupancy, and (iii) subject to the receipt of any necessary landlord consents to the actions contemplated by this Agreement, there are no facts that would prevent the Leased Real Property is from being occupied by the Purchaser after the Closing in the same manner as occupied by the Seller immediately prior to the Closing.
(g) All improvements on the Leased Real Property constructed by or on behalf of the Seller or, to the Seller’s Knowledge, constructed by or on behalf of any other Person, were constructed in material compliance in all material respects with all applicable buildingLaws affecting such Leased Real Property and wholly within the lot limits of such Leased Real Property.
(h) No improvements on the Leased Real Property and none of the current uses and conditions thereof violate any Encumbrance, zoningapplicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision and other land use regulations or similar Lawsurban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the Selling Group has not received lease or operation of all improvements on the Leased Real Property, other than those which are transferable with the Leased Real Property, are required by any written notice of violation or claimed violations of such Laws;Governmental Authority having jurisdiction over the Leased Real Property.
(ivi) the applicable Subsidiary The rent set forth in each Lease of the Seller Group has obtained all material Permits required to use and operate the Leased Real Property (as increased according to rent increase schedules or increases pursuant to indexes set forth in such Leases) is the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) actual rental being paid, and there are no member of the Seller Group is a landlord separate agreements or understandings with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelssame.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Goodman Networks Inc)
Real Property. Section 3.4(a) 5.5.1 All the Assets consisting of the Disclosure Schedule sets forth a list and legal description of all Real Property interests are described on SCHEDULE 1.28. Except as otherwise disclosed on SCHEDULE 1.28, Seller holds indefeasible fee simple title to the Real Property shown as being owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for on SCHEDULE 1.28 and the Business. Sellers have delivered valid and enforceable right to the Buyers complete use and correct copies of all of the following materials relating to possess such Real Property, subject only to the extent Permitted Encumbrances. Seller has valid leasehold interests in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title Property pursuant to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord leases described on SCHEDULE 1.28 with respect to any of the other Real Property not owned or leased by Seller, Seller has the valid and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the enforceable right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the all other Real Property pursuant to any presently existing highwaysthe easements, roadslicenses, and rights-of-way or other rights described on SCHEDULE 1.28, subject only to Permitted Encumbrances. The Real Property includes all the real property interests necessary to permit Buyer to conduct the Business substantially as it is being conducted on this date in compliance with all Legal Requirements.
5.5.2 The documents delivered by Seller to Buyer as evidence of each lease of Real Property constitute the entire agreement with the landlord in question and are valid and in full force and effect. There are no leases or adjoining other agreements, oral or written, granting to any Person other than Seller the right to occupy or use any Real Property; and
(viii) the , except Permitted Encumbrances or as described on SCHEDULE 1.28. All leases, easements, rights-of-way and other rights appurtenant to, or which are necessary for Seller's current use of, any Real Property is assessed by local property assessors as a tax are valid and in full force and effect, and Seller has not given or received any notice with respect to the termination or breach of any rights or obligations under such agreements. Each parcel of Real Property, any improvements constructed thereon and their current use conform to (a) all applicable Legal Requirements, including zoning requirements and the Americans with Disabilities Act, and (b) all restrictive covenants, if any, or parcels separate from other Encumbrances affecting all other tax parcelsor part of such parcel.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Friendship Cable of Arkansas Inc), Asset Purchase Agreement (Classic Communications Inc)
Real Property. (a) Neither the Company nor any Subsidiary owns or has owned any real property.
(b) Section 3.4(a3.17(b) of the Company Disclosure Schedule sets forth contains a true, complete and correct list of (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and legal description current occupant (if different from lessee) of all each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property owned by and (iv) the current use of each Subsidiarysuch parcel of Leased Real Property. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered The Company has made available to the Buyers Nu Skin true, complete and correct copies of each lease or sublease for each parcel of Leased Real Property listed in Section 3.17(b) of the Company Disclosure Schedule (including, without limitation, all amendments, consents for alterations and documents recording variations and evidence of commencement dates and expiration dates).
(c) Except as described in Section 3.17(c) of the Company Disclosure Schedule, to the knowledge of the Company, there is no material violation of any Law (including, without limitation, any building, planning or zoning Law) relating to any of the Leased Real Property. The Company has made available to Nu Skin all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies policies, title reports, surveys, certificates of occupancy, environmental reports and commitments; deeds; encumbrance and easement audits, appraisals, permits, other title documents and other documents in possession of the Company and agreements affecting title relating to or for operation of such otherwise affecting the Leased Real Property; surveys; as-built construction plans; construction contracts , the operations of the Company or any Subsidiary thereon or any other uses thereof. Either the Company or a Subsidiary, as the case may be, is in peaceful and warranties; appraisals; structural inspectionundisturbed possession of each parcel of Leased Real Property and, soilsto the knowledge of the Company, environmental assessment there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used. All existing water, sewer, steam, gas, electricity, telephone and similar reportsother utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate for the conduct of the Business as it has been and currently is conducted. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Leased 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 Leased Real Property. Except as set forth on in Section 3.4(a3.17(c) of the Company Disclosure Schedule:, neither the Company nor any Subsidiary has leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other person, nor has the Company or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.17(b) of the Company Disclosure Schedule to any third party.
(d) With respect to each lease and sublease delivered to Nu Skin pursuant to Section 3.17(b):
(i) each Subsidiary has good such lease or sublease, together with all ancillary documents delivered pursuant to Section 3.17(b), is legal, valid, binding and marketable title enforceable on the Company and, to the Real PropertyCompany's knowledge, free on the other party thereto and clear of any Encumbrances, except for Permitted Exceptions and, as of in full force and effect and represents the date hereof, Permitted Encumbrancesentire agreement between the respective landlord and tenant with respect to such property;
(ii) the use and operation except as otherwise set forth in Section 3.17(d)(ii) of the Real Property Company Disclosure Schedule, such lease or sublease will not cease to be legal, valid, binding and enforceable and in the operation full force and effect on terms identical to those currently in effect as a result of the Business does not violate in any material respect any instrument consummation of record the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or agreement affecting default under such lease or sublease or otherwise give the Real Propertylandlord a right to terminate such lease or sublease;
(iii) except as set forth in Section 3.17(d)(iii) of the Real Property is Company Disclosure Schedule, with respect to each such lease or sublease (A) neither the Company nor any Subsidiary has received any notice of termination or cancellation under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except in compliance in all material respects connection with all applicable buildingthe default of the Company or any Subsidiary thereunder, zoning(B) neither the Company nor any Subsidiary has received any notice of a breach or default under such lease or sublease, subdivision and other land use which breach or similar Lawsdefault has not been cured, and (C) neither the Selling Group Company nor any Subsidiary has not received granted to any written notice of violation other person any rights, adverse or claimed violations of otherwise, under such Laws;lease or sublease; and
(iv) none of the Company, any Subsidiary nor, to the knowledge of the Company, any other party to such lease or sublease, is in breach or default in any material respect, and no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease.
(e) To the knowledge of the Company, there are no condemnation proceedings or eminent domain proceedings of any kind pending or threatened against the Leased Real Property.
(f) To the knowledge of the Company, all of the Leased Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy and there are no facts that could reasonably be expected to prevent the Leased Real Property from being occupied by the Company or any Subsidiary, as the case may be, after the Effective Time in the same manner as occupied by the Company or such Subsidiary immediately prior to the Effective Time.
(g) To the knowledge of the Company, no improvements on the Leased Real Property and none of the current uses and conditions thereof violate any applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the ownership or operation of all improvements on the Leased Real Property, other than those which are transferable with the Leased Real Property, are required by any Governmental Authority having jurisdiction over the Leased Real Property.
(h) Except as otherwise set forth in Section 3.17(h) of the Company Disclosure Schedule, there have been no improvements of a value in excess of US$10,000 in the aggregate made to or construction on any Leased Real Property within the applicable Subsidiary period for the filing of mechanics' liens.
(i) The rental set forth in each lease or sublease of the Seller Group has obtained all material Permits required to use and operate the Leased Real Property in is the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) actual rental being paid, and there are no member of the Seller Group is a landlord separate agreements or understandings with respect to the same.
(j) Either the Company or a Subsidiary, as the case may be, has the full right to exercise any of renewal options contained in the leases and subleases pertaining to the Leased Real Property on the terms and no party other than a Subsidiary has occupancy or conditions contained therein and upon due exercise would be entitled to enjoy the use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the each Leased Real Property to any presently existing highways, roads, and rights-of-way on or adjoining for the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsfull term of such renewal options.
Appears in 2 contracts
Samples: Merger Agreement (Nu Skin Enterprises Inc), Merger Agreement (Nu Skin Enterprises Inc)
Real Property. Section 3.4(a) of the Disclosure Schedule SCHEDULE 3.7 sets forth a list and legal summary description of (i) all of the real property which is used in the Business of TBS, including without limitation, all AGREEMENT AND PLAN OF REORGANIZATION PAGE 14 land, buildings and other structures and improvements and fixtures located on such land (collectively, the "Real Property"), and a description of each parcel of such land, and (ii) all leases, subleases or other agreements which allow the use or occupancy of the Real Property, or any portion thereof, or which give or grant any rights therein (collectively, the "Real Property Leases"). All of the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete Leases, true and correct copies of which (including all amendments or extensions thereto) have been delivered to MCSC, are in effect, and TBS is not in default under or with respect to any provision thereof and TBS has not received or sent any notice of any default under or with respect to any provision thereof, and no other party to any thereof is in default under or with respect to any provision thereof. Other than the following materials relating landlord's consent to such assignment required under the Real Property Leases, there are no approvals or consents of any persons or entities which are required in order to assign any Real Property Leases. The Real Property, to or the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation use thereof, does not violate the material provisions of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except any applicable Environmental Laws (as set forth on defined in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good 3.11(c)(iv), or any trade, criminal, building code, fire, health or safety or other governmental ordinances, orders or regulations and marketable title TBS is in material compliance with all applicable laws, regulations, ordinances, orders, rules and restrictions relating to the Real Property, free . All structures and clear of improvements located on the Real Property are in workable and useable condition and repair (excepting ordinary wear and tear) and are suitable for the uses for which they were intended and are used. The operations conducted on any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property Property, whether now or in the operation of the Business does past, do not violate in the rights of any material Person (as defined below) with respect any instrument of record to such property or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of other property. Neither TBS nor the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will Stockholders have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of and have not received any fact notice in regard to the foregoing and is not aware of any state of facts or condition which situation which, with notice or the passage of time or otherwise, would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as constitute such a tax parcel or parcels separate from all other tax parcelsviolation.
Appears in 2 contracts
Samples: Reorganization Agreement (Miami Computer Supply Corp), Agreement and Plan of Reorganization (Miami Computer Supply Corp)
Real Property. Section 3.4(a(a) of the The Company Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions andcontains, as of the date hereof, (i) a list of all material real property and interests in real property owned in fee by the Company or any of its Subsidiaries (the “Owned Real Property”), and (ii) a list of all material real property and interests in real property leased by the Company or any of its Subsidiaries or in which the Company has any rights (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Real Property listed on the Company Disclosure Schedule includes all interests in real property used in or necessary for the conduct of the businesses and operations of the Company and its Subsidiaries as currently conducted.
(b) With respect to each parcel of Owned Real Property:
(i) The Company or one of its Subsidiaries has valid title to each such parcel of Owned Real Property free and clear of all Liens, except Permitted Encumbrances;Liens.
(ii) To the knowledge of the Company, all buildings, structures and facilities located on, and improvements to, such parcel of Owned Real Property do not encroach on any easement, right of way or other encumbrance which burdens any portion of the Owned Real Property and no structures, facilities or other improvements on any parcel adjacent to the Owned Real Property encroach onto any portion of the Owned Real Property other than any encroachments that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(iii) There are no outstanding options or rights of first refusal to purchase any Owned Real Property.
(c) With respect to Leased Real Property, the Company has made available to Parent a true and complete copy of each real property lease pursuant to which the Company or any Subsidiary of the Company is a party or by which any of them is bound (each, a “Lease”). The Company or one of its Subsidiaries has peaceful, undisturbed and exclusive possession of the Leased Real Property, except where the failure to have such possession, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(d) The uses for which the buildings, facilities and other improvements located on the Real Property are zoned do not restrict or impair in any material respect the use and operation of the Real Property for purposes of the business conducted by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity or other Person that the Real Property does not comply with all applicable building and zoning codes, deed restrictions, ordinances and rules, except for any non-compliance that, individually or in the operation aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(e) No Governmental Entity having the power of eminent domain over the Business does not violate in Real Property has provided written notice to the Company that it intends to exercise the power of eminent domain or a similar power with respect to all or any material respect any instrument part of record or agreement affecting the Real Property;.
(iiif) the The Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and suitable condition for the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary businesses of the Seller Group has obtained all material Permits required to use Company and operate the Real Property in the manner necessary to conduct the Business by the Seller Group its Subsidiaries as currently conducted;
(v) no member of the Seller Group is a landlord with respect , except where any failure to any of the Real Property and no party other than a Subsidiary has occupancy be in suitable condition, individually or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access aggregate, would not reasonably be expected to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as have a tax parcel or parcels separate from all other tax parcelsCompany Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (United States Steel Corp), Merger Agreement (Lone Star Technologies Inc)
Real Property. Section 3.4(a(i) TFSB is the sole and exclusive holder of the Disclosure Schedule sets forth a list land use rights approval certificate No. 1998 (032), issued by the Changping Municipal Land and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered Natural Resources Administration Bureau in 2001 with respect to the Buyers complete Site (the "Site Land Use Rights Certificate") and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth listed on in Section 3.4(a3(l)(i) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;.
(ii) the use and operation Except as noted on Section 3(l)(ii) of the Real Property Disclosure Schedule, with respect to each such parcel of real property under lease by TFSB:
(A) the lease or sublease is in full force and effect and TFSB has a valid leasehold interest in the property subject to such lease;
(B) TFSB is not in breach or default under such lease or sublease, and no event has occurred that, with notice or lapse of time, would constitute a breach or default by TFSB or permit termination, modification, or acceleration thereunder;
(C) TFS has no Knowledge of any breach or default by any other party to any such lease or sublease;
(D) no party to the lease or sublease has notified TFSB, TFSI and TFS that it has repudiated any provision thereof;
(E) TFSB has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(F) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof by TFSB and have been operated and maintained by TFSB in accordance with applicable laws, rules and regulations;
(G) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Propertysaid facilities; and
(viiiH) the Real Property is assessed by local property assessors as a tax parcel lease or parcels separate from all other tax parcelssublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transaction contemplated in this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Three Five Systems Inc), Purchase Agreement (International Displayworks, Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth 3.14(a)(i) contains a complete and accurate list and legal description of all (i) deeds conveying fee simple interests in the real property material to the Business, including mineral rights material to the Business, in which Seller is a grantee (the “Owned Real Property”); (ii) leases for real property material to the Business, including mineral rights to which Seller is a party as lessee (each a “Lease” and collectively “Leases”); and (iii) rights of way, easements and other documents material to the Business granting use of real property or property rights (other than Mining Permits) to Seller ((i), (ii) and (iii) are collectively, the “Real Property”). For the avoidance of doubt, the Real Property owned by each Subsidiary. Neither Seller owns shall not include any Real Property that is used or useful for the Business. Sellers have delivered rights with respect to the Buyers real property listed and depicted on Schedule 3.14(a)(ii) (the “Excluded Real Property”). Schedule 3.14(a)(iii) depicts in a reasonably accurate manner the location and boundaries of all material Real Property. Seller has delivered or made available to Buyer complete and correct accurate copies of all of the following materials instruments constituting Real Property. Seller has made available to Buyer all title insurance policies, title abstracts, maps and surveys material to the Real Property in the possession of Seller relating to such Real Property, provided however, Seller does not make any representation or warranty as to the extent accuracy, effectiveness, applicability or completeness of any such documents or any documents referenced within any such documents. Schedule 3.14(a)(i), Schedule 3.14(a)(ii) and Schedule 3.14(a)(iii) collectively describe all material real property and interests in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents real property, including coal and other documents mineral, water and agreements affecting title surface rights, easements, rights of way and options, reasonably necessary to or Seller’s Knowledge for the operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsthe Business as currently conducted. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary Seller has good and marketable title to the fee simple interests to be conveyed as the Owned Real PropertyProperty for its use as part of the Business as currently conducted, free subject to applicable Permitted Liens and clear all matters set forth on the respective Deed for any such fee simple interests, provided, however, with respect to the foregoing representation, Seller makes such representation only as against the lawful claims of all persons claiming by, through or under Seller but not otherwise. Seller has not received any written notice of any Encumbrancesintention to terminate, except for Permitted Exceptions and, as not renew or challenge the validity or enforceability of the date hereof, Permitted Encumbrances;any Lease.
(iib) Except as set forth on Schedule 3.14(b), Seller has not received any written notice from any lessor under any Lease stating that Seller is in default in any material respect under any such Lease.
(c) Except as set forth on Schedule 3.14(c):
(i) To Seller’s Knowledge, other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Real Property or any portion thereof or interest therein that have been granted by Seller. There are no Contracts entered into by Seller and pursuant to which Seller is the grantor granting any Person the right to use and operation or occupy any portion of the Real Property in a manner that materially adversely affects the operation of the Business.
(ii) Seller has not received any written notice from any party of any condemnation, expropriation or other Proceeding in eminent domain, pending or threatened, affecting any parcel of Real Property or any portion thereof or interest therein.
(iii) Seller has received no written notice that the current use and occupancy of the Real Property and the operation by Seller of the Business does not as currently conducted thereon violate any easement, covenant, condition, restriction or similar provision in any material respect any instrument of record or other unrecorded agreement affecting such Real Property.
(iv) No written notice of any material increase in the assessed valuation of the Real Property and no written notice of any contemplated special assessment has been received by Seller and, to Seller’s Knowledge, there is no threatened special assessment pertaining to any of the Real Property;, in each case that would be material.
(iiid) Except for the Excluded Real Property, Seller does not own or lease any real property other than the Real Property is in compliance in all material respects with all respect to the Business. To Seller’s Knowledge, since January 1, 2016, Seller has not received any written notice of violation or written claimed violation of any applicable building, zoning, subdivision and other land use or similar LawsLaw in connection with the use and operation of the Real Property.
(e) Seller has made available to Buyer information pertaining to drilling programs, geological data and core samples in its possession or under its control that pertain to the Shoal Creek Mine, and such information set forth in the Selling Group reports is accurate and complete in all material respects. Seller has not received made available to Buyer reports as requested of the coal quality of the coal reserves of the Shoal Creek Mine. To Seller’s Knowledge, there are no facts or circumstances that would render any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary program information, data and studies inaccurate as of the Seller Group has obtained all material Permits required to use date hereof and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord Closing Date with respect to any facts or circumstances unique to the coal reserves that are a part of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;Shoal Creek Mine.
(vif) immediately following the ClosingSeller has made reasonably available to Buyer true and complete copies of geological surveys and data, no person logs, test hole locations, monitoring well locations, reserve data, coal measurements, lithologic data, coal reserve calculations, mine plans, adjacent, above, below, and/or abandoned mines, equipment productivity and cost data, engineering studies, seismic records, shot points, field notes, interpretations and programs and all other than one of the Subsidiaries will have the right to possession seismic, technical, geological and use of the Real Property;
(vii) no member geophysical information, data, reports and studies prepared by or on behalf of the Seller Group has any knowledge of any fact or condition which would result in within the termination possession, custody or control of the current access Seller with respect to or from the Real Property Shoal Creek Mine to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) extent such materials may have been requested by the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsBuyer in writing.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)
Real Property. Section 3.4(a(a) of Neither the Disclosure Company nor any Company Subsidiary owns or has ever owned any real property or ownership interests in real property. Schedule 3.09(a) sets forth a true and complete list and legal description of all real property and interests in real property leased by the Real Property owned by each SubsidiaryCompany or any Company Subsidiary (individually, a “Company Property”). Neither Seller owns any Real Property that is used The Company or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each a Company Subsidiary has good and marketable valid title to the Real leasehold estates in all Company Property, in each case free and clear of all Liens other than Permitted Liens. The Company Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company and the Company Subsidiaries and which are necessary for the continued operation of the business of the Company and the Company Subsidiaries as the business is currently conducted. All of the Company Properties and buildings, fixtures and improvements thereon (i) are in good operating condition (subject to normal wear and tear) and (ii) are suitable, sufficient and appropriate in all material respects for their current use. To the Knowledge of the Company, none of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any Encumbrancesspecial dispensation, variance or special permit under any Laws. The Company is not required to make any material improvements to any Company Property.
(b) The occupancies and uses of the Company Properties, as well as the development, construction, management, maintenance, servicing and operation of the Company Properties by the Company and the Company Subsidiaries, comply with all applicable Laws in all material respects and are not in violation of any thereof, except for Permitted Exceptions and, as such violations that are not reasonably expected to result in a Company Material Adverse Effect; and all material certificates of occupancy and all other material Permits required by Law for the date hereof, Permitted Encumbrances;
(ii) the proper use and operation of the Real Property Company Properties are in full force and effect. All material Permits, utility installations and connections required for the maintenance, operation and servicing of the Business does not violate in any material respect any instrument of record Company Properties have been granted, effected, or agreement affecting performed and completed (as the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawscase may be), and all fees and charges therefor for which the Selling Group has not Company is responsible have been fully paid. Since January 1, 2009, none of the Company and the Company Subsidiaries have received any written notice of violation any violations, Proceedings or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required Judgments relating to zoning, building use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord occupancy, traffic, fire, health, sanitation, air pollution, ecological, environmental or other Law, against or with respect to the Company Properties.
(c) There is no outstanding Tax, levy or charge of any kind whatsoever in respect of the Real Property Company Properties or in connection with the Company’s or any Company Subsidiary’s use or right in such Company Properties for which Tax the Company or any Company Subsidiary is liable to the relevant Governmental Entity, and to the Company’s Knowledge, neither the Company nor any Company Subsidiary is under any obligation to pay such Taxes, levies or charges to any third party, including any Governmental Entity or the Israeli Land Administration, except for such Taxes not yet due. There are no outstanding claims or proceedings commenced by any third party other than a Subsidiary has occupancy (including any Governmental Entity) in connection with the Company’s possession or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsCompany Properties.
Appears in 2 contracts
Samples: Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 5.13 sets forth a list and legal description of all real property owned, ------------- leased, occupied or used by the Subsidiary (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property owned is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiary, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by each the LLC or the Subsidiary, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiary, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder.
(b) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. Neither Seller owns To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes.
(c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used or useful and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the Business. Sellers continued use, occupancy and operation of the Real Property have delivered been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or the Subsidiary.
(d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations.
(e) All work done or materials furnished by or on behalf of the Subsidiary for construction of or repairs to the Buyers complete improvements located on the Real Property have been paid for in full and correct copies of all there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the following materials relating to such Real Property.
(f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the extent aggregate have a Material Adverse Effect on the Subsidiary. Each lease is in Sellers’ full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or control: title insurance policies entitled to possession thereof other than the Subsidiary and commitments; deeds; encumbrance tenants under the leases listed on Schedule 5.13.
(g) Neither the LLC nor the Subsidiary has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property.
(h) The Real Property has adequate legal access to public roads and easement documents all buildings and other documents and agreements affecting title to or for operation improvements are located entirely within the boundary lines of such the Real Property; surveys; as-built construction plans; construction contracts . There are no encroachments on the Real Property and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) no portion of the Disclosure Schedule:Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or in any area similarly designated by any other Governmental Authority having jurisdiction thereof.
(i) each To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property.
(j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.ss.ss.9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C.ss.6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C.ss.2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health.
(k) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof.
(l) The Subsidiary has good and marketable owns fee simple title to the its respective Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, Liens and free and clear of encumbrances and other matters of title except as of the date hereof, Permitted Encumbrances;shown on Schedule 5.13(1). ----------------
(iim) the use and operation There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property in nor, to the operation Knowledge of the Business does not violate in LLC, have any material respect any instrument of record such actions, suits, proceedings or agreement affecting the Real Property;claims been threatened or asserted.
(iiin) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property is through private easements or dedicated public easements in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required capacities sufficient to use serve and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of each project. Private drives located upon the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will appurtenant easements have the right been completed and connect to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, public roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc), Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 4.10 sets forth a complete and accurate list and legal description descriptions of all the Real Property owned by each SubsidiaryProperty. Neither Seller owns Member is not a party to any Real Property that is used contract, lease or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to agreement regarding the Real Property, other than the Contracts, the Reserved Easements, the Conservation Easements and this Agreement.
(b) The Real Property has free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;unimpeded vehicular and pedestrian access to a dedicated public way via a dedicated public way or Appurtenant Easements.
(iic) All electric, communications, telephone, irrigation and drainage facilities and all other utilities required by law or for the present use and operation of the Real Property in (“Utilities Facilities”) are: (i) installed to the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any boundary lines of the Real Property and no party the buildings and, in the case of irrigation and drainage facilities, are installed in or connected to the vineyards situated thereon, (ii) connected and operating pursuant to valid Authorizations, (iii) adequate to service the Real Property and to permit compliance with all Property Laws and the present usage of the Real Property by the Business, and (iv) are connected to the Real Property by means of one or more Appurtenant Easements. To the Knowledge of Member, neither the Real Property (including the Improvements) nor the Utilities Facilities encroach on the property of others or rely on any facilities located on other property not subject to Appurtenant Easements. To the Knowledge of Member, all of the Utilities Facilities not located on the Real Property are situate within and comply at all times with the provisions of the Appurtenant Easements.
(d) All Improvements are (i) in good working order and repair (ordinary wear and tear excepted) and (ii) suitable for the use presently being made of such Improvements by the Business.
(e) Member has not committed or obligated itself in any manner whatsoever to sell, transfer or lease any Real Property to any Person, or otherwise encumber any Real Property, other than a Subsidiary as contemplated by this Agreement.
(f) Member has occupancy not caused any work or use improvements to be performed upon or made to the Real Property for which there remains outstanding any material payment obligation that could result in the imposition of any portion Lien on the Real Property.
(g) There are no eminent domain, condemnation or similar proceedings pending or, to Member’s Knowledge, threatened in writing against the Real Property which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of the Real Property;.
(vih) immediately following The Real Property, and its continued use and operation in the Closingsame manner as on the JV Date, no person other than one does not constitute a nonconforming use under any Property Law.
(i) Member has not received notice of any pending or proposed change in the Subsidiaries will have the right to possession and zoning or any special use permit of the Real Property or any proposal for a new special assessment district including the Real Property;
(vii) no member . To Member’s Knowledge, the transfer of the Seller Group has any knowledge ownership of any fact or condition which would result in the termination of the current access to or from the Real Property to the Company will not result in a change of the zoning or any presently existing highways, roads, and rights-of-way on or adjoining special use permit applicable to the Real Property; andProperty or require any alterations or improvements to the Real Property in order to maintain compliance with any zoning requirement or any special use permit.
(viiij) To Member’s Knowledge, no part of the Real Property is assessed by local property assessors situated in a “Special Flood Hazard Area,” as set forth on a tax parcel Federal Emergency Management Agency Flood Insurance Rate Map or parcels separate from all other tax parcelsFlood Hazard Boundary Map.
(k) Notwithstanding anything to the contrary in this Section 4.10, Member makes no representation as to any matter relating to the title to, encumbrances upon or restrictions upon the use and occupancy of, the Real Property to the extent that such matter is affirmatively insured under the title insurance policy referred to in Section 4.8.
Appears in 2 contracts
Samples: Joint Venture Agreement (Huneeus Vintners LLC), Joint Venture Agreement (Constellation Brands, Inc.)
Real Property. Section 3.4(a(a) Schedule 4.13(a) of the Disclosure Schedule sets forth a list Schedules contains true and complete legal description descriptions of all the Owned Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(aProperties.
(b) Schedule 4.13(b) of the Disclosure Schedule:
Schedules lists the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (iif different from lessee) of each Subsidiary such parcel of Leased Real Property. The Company has good and marketable title to the a valid leasehold estate in all Leased Real Property, free and clear of any all Encumbrances.
(c) The Owned Real Properties constitute all interests in real property currently used in connection with the Business as it is currently conducted.
(d) All of the Owned Real Properties and the buildings, except fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for Permitted Exceptions the use to which they are presently put and are suitable for such use to continue after the Closing Date. The Seller has delivered or otherwise made available to the Buyer true and, as to the Seller’s knowledge, complete copies of all deeds for the Owned Real Properties, title reports, policies of insurance (of any type, whether property, title, general liability or otherwise), exception documents referenced in any title reports and/or policies of title insurance, plats, replats, as-built drawings, construction plans and specifications, any and all property reports, inspections or studies of the date hereofOwned Real Properties, Permitted Encumbrances;including without limitation, hydrology studies, building inspection reports, environmental reports, foundations studies, and surveys of, the Owned Real Properties, in each case, to the extent in the Company’s files, together with all amendments, modifications or supplements, if any, thereto.
(iie) The Seller has all material certificates of occupancy and Permits of any Governmental Authority necessary for the current use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the each Owned Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group Seller is in material compliance with conditions of the Permits applicable to each Owned Real Property.
(f) There does not exist any actual condemnation or eminent domain proceedings that affect any Owned Real Property or any part thereof, and the Company has not received any written notice of violation the intention of any Governmental Authority to take all or claimed violations of such Laws;any part thereof.
(ivg) the applicable Subsidiary The Company has not granted any third party any option, right of the Seller Group has obtained all material Permits required first refusal or other contractual right to use and operate the purchase any Owned Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;Property.
(vh) There are no member of the Seller Group is a landlord with respect to any of the Real Property and no party parties other than the Company with a Subsidiary has occupancy or use of right to possess any portion of the Owned Real Property;Properties or the improvements thereon as lessees, tenants, or licensees or claiming any rights therein as lessees, tenants, or licensees.
(vii) immediately following The Company owns all the Closing, no person other than one railroad spur and tracks on its Owned Real Properties.
(j) To the Knowledge of the Subsidiaries will have Company, the right to possession Subsidiary owns all railroad spurs and use other tracks and related rights necessary for the shipping by railroad of grain and products in and out of the Real Property;ethanol plant located in Fairbank, Iowa, subject to Permitted Encumbrances, and the Subsidiary has good and marketable fee title to all real property owned by it.
(viiA) no member all payments for the (i) construction of the Seller Group has any plant located in Fairbank, Iowa, and (ii) construction of the expansion of the plant located in Iowa Falls, Iowa, that are currently due and payable under all construction and construction-related contracts have been made consistent with past practice; and (B) to the knowledge of the Seller, there are no disputes as to payment or notices of claims received from any fact contractors, subcontractors, materialmen or condition which would result mechanics supplying any materials or labor to or for either such construction project.
(l) The Company has no reason to believe the findings of the Report of Hawkeye Construction Progress – February 2006 prepared by Xxxxxx Group Inc. dated March 24, 2006, do not continue to be true and correct, and the construction and design of the construction projects have not been materially altered or revised from the design and construction program outlined in the termination of the current access to or from the Real Property to any presently existing highwaysIndependent Engineer’s Report prepared by Xxxxxx Group Inc. dated January 28, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels2005.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Hawkeye Holdings, Inc.), Membership Interest Purchase Agreement (Hawkeye Holdings, Inc.)
Real Property. Section 3.4(a(a) of the The Disclosure Schedule sets forth a complete list and legal description the location of all the Real Property owned by each SubsidiaryProperty. Neither Seller owns There are no proceedings, claims, or disputes affecting any Real Property that might materially curtail or interfere with the Company’s use of such property. Neither the whole nor any material portion of the Real Property nor any other assets of the Company or any Company Subsidiary is used subject to any governmental decree or useful for the Business. Sellers have delivered order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taking been proposed to the Buyers complete and correct copies Company. Neither the Company nor any Company Subsidiary is a party to any lease, assignment or similar arrangement under which the Company or any Company Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as other than pursuant to a Lease.
(b) Each of the date hereof, Permitted Encumbrances;
(ii) the use Company and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable each Company Subsidiary of the Seller Group has obtained all material Permits appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of in which the Real Property is currently being used and operated and where the failure to have any such license would materially interfere with the use of such property. True and correct copies of all such certificates, permits and licenses have heretofore been furnished to Optionee. Each of the Company and each Company Subsidiary has all approvals, permits and licenses (including any and all environmental permits) necessary to own or operate the Real Property as currently owned and operated; and no party other than such approvals, permits or licenses will be required, as a Subsidiary has occupancy or use of any portion result of the Real Property;
(vi) immediately Transactions, to be issued after the date hereof in order to permit the Company and the Company Subsidiaries, following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact continue to own or condition which would result in the termination of the current access to or from operate the Real Property to in the same manner as heretofore, other than any presently existing highwayssuch approvals, roads, permits or licenses that are ministerial in nature and rights-of-way on or adjoining are normally issued in due course upon application therefore without further action by the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsapplicant.
Appears in 2 contracts
Samples: Option Agreement (Pmi Group Inc), Option Agreement (Credit Suisse First Boston Usa Inc)
Real Property. (a) The members of the Merger Partner Group hold valid fee simple title to the Merger Partner Owned Real Property set forth in Section 3.4(a3.9(a) of the Merger Partner Disclosure Schedule sets forth a list and legal description of all the Real Property owned by Letter, in each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Propertycase, free and clear of Encumbrances other than Permitted Encumbrances. Neither the whole nor any Encumbrances, except part of the Merger Partner Owned Real Property is subject to any pending suit for Permitted Exceptions condemnation or other taking by any Governmental Authority and, as to the Knowledge of Merger Partner, no such condemnation or other taking is threatened or contemplated. To the Knowledge of Merger Partner, all improvements constituting part of the date hereofMerger Partner Owned Real Property (i) comply with valid and current certificates of occupancy or similar Permits to the extent required by applicable Laws for the use thereof, Permitted Encumbrances;
(ii) the use are in good operating condition and operation of the Real Property in repair (ordinary wear and tear excepted), (iii) are adequately served with all necessary utilities for the operation of the business of the Merger Partner Business does in the ordinary course of business in all material respects, and (iv) have current uses and operations that do not violate in any material respect any instrument Laws, covenants, conditions, restrictions, easements, licenses, permits, or agreements, except in the case of record each of clauses (i) through (iv), as would not, individually or agreement affecting in the aggregate, reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a whole. (b) The members of the Merger Partner Group have a valid leasehold interest (as lessee, sublessee, licensee or sublicensee) in all real property leased, licensed or otherwise used by the members of the Merger Partner Group (collectively with all buildings, structures, fixtures and other improvements leased thereunder, the “Merger Partner Leased Real Property;
”). After giving effect to the Contemplated Transactions and in the event that all necessary consents (written or otherwise) are obtained from the relevant lessors, sublessors, or licensors of each lease or Contract relating to the Merger Partner Leased Real Property, each of the leases or other Contracts relating to the Merger Partner Leased Real Property will create (or will have created) as of the Closing (i) a valid and subsisting leasehold interest, or valid right to use, of one of the members of the Merger Partner Group; (ii) a valid and binding obligation of such member of the Merger Partner Group free of Encumbrances (other than Permitted Encumbrances); and (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision enforceable by and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of against such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Merger Partner Group is in accordance with its terms, except in the cases of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a landlord with respect whole. None of the members of the Merger Partner Group, nor, to the Knowledge of Merger Partner, any other party to any of the such lease or other Contract (each, a “Merger Partner Real Property Lease”) is in breach or default under such Merger Partner Real Property Lease, and no party other than event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a Subsidiary has occupancy breach or use default, or permit the termination, modification or acceleration of any portion of the rent under such Merger Partner Real Property;
(vi) immediately following the ClosingProperty Lease, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact except as individually or condition which would result in the termination of aggregate, would not reasonably be expected to be material to the current access to Merger Partner Business or from the Real Property to any presently existing highwaysMerger Partner Group, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors taken as a tax parcel whole. Merger Partner has Made Available to Merger Partner complete and correct copies of (A) all leases, licenses, subleases or parcels separate from all other tax parcels.Contracts pursuant to
Appears in 2 contracts
Samples: Merger Agreement (International Game Technology PLC), Merger Agreement (Everi Holdings Inc.)
Real Property. (a) Section 3.4(a4.10(a) of the Disclosure Schedule Schedules sets forth a list and legal description each parcel of all the Real Property real property owned by each Subsidiary. Neither Seller owns any Real Property that is and used in or useful necessary for the Businessconduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Sellers have Seller has delivered to Buyer copies of the Buyers complete deeds and correct other instruments (as recorded) by which Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the following materials relating Seller with respect to such parcel. With respect to each parcel of Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary Seller has good and marketable title to the Real Propertyvalid fee simple title, free and clear of any all Encumbrances, except for (A) Permitted Exceptions and, as Encumbrances and (B) those Encumbrances set forth on Section 4.10(a)(i) of the date hereofDisclosure Schedules;
(ii) except as set forth in Section 4.10(a)(ii) of the Disclosure Schedules or in any Permitted Encumbrance, Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and
(iii) to Seller’s Knowledge, there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.
(b) Section 4.10(b) of the Disclosure Schedules sets forth each parcel of real property leased by Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) except as set forth in Section 4.10(b) of the Disclosure Schedules, such Lease is valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property, subject to Permitted Encumbrances;
(ii) To Seller’s Knowledge, Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the use delivery of notice, passage of time or both, would constitute such a breach or default, and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real PropertySeller has paid all rent due and payable under such Lease;
(iii) Seller has not received nor given any currently-effective 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 Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) Except as set forth in Section 4.10(b)(iv) of the Disclosure Schedules, Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Seller holds sufficient title in all easements, licenses, franchises and other interests in real property other than the Owned Real Property and Leased Real Property that are used in or necessary for the conduct of the Business as currently conducted (together with all of Seller’s equipment and fixtures situated thereon and all other rights and privileges appurtenances thereto, collectively, the “Other Real Property Interests”). Section 4.10(c) of the Disclosure Schedules contains a list of all material Other Real Property Interests. With respect to all Other Real Property Interests:
(i) Except as provided in Section 4.10(c) of the Disclosure Schedules, the Other Real Property Interests are valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the rights or occupancy conferred by the Other Real Property Interests, subject to Permitted Encumbrances;
(ii) To Seller’s Knowledge, Seller is not in breach or default under any agreement evidencing or granting the Other Real Property Interests, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all consideration due and payable with respect to the Other Real Property Interests;
(iii) Seller has not received nor given any currently-effective notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller with respect to any of the Other Real Property Interests and, to the Knowledge of Seller, no other party is in compliance in all material respects with all applicable buildingdefault thereof; and
(iv) Seller has not subleased, zoningsublicensed, subdivision and other land assigned or otherwise granted to any Person the right to use or similar Laws, and occupy any of the Selling Group Other Real Property Interests or any portion thereof.
(d) Seller has not received any written notice of violation or claimed (i) violations of such Laws;
building codes or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ivii) existing, pending or threatened condemnation proceedings affecting the applicable Subsidiary of Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to adversely affect the Seller Group has obtained all material Permits required ability to use and operate the Real Property as currently operated and in accordance with Prudent Utility Practices. Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty.
(e) The Real Property is sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth III contains a list and legal description of all the Real Property owned subject to the errors described in the HMH Letter. GenWest owns, possesses and will be conveying good, valid and marketable fee title to an undivided seventy-five percent (75%) interest in the Site, free and clear of all Liens other than Permitted Liens. GenWest holds good and valid title to an undivided seventy-five percent (75%) interest in the Easements, free and clear of all Liens other than (i) encumbrances of record or that would be revealed by each Subsidiary. an accurate survey and (ii) Permitted Liens.
(b) Neither Seller owns the whole nor any portion of the Real Property that is used subject to any governmental decree or useful for order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to Sellers' Knowledge, has any such condemnation, expropriation or taking been proposed. Except as provided in the Business. Sellers have delivered to the Buyers complete and correct copies agreements listed in Section 3.1.11 Part A of all Sellers' Disclosure Schedule, none of the following materials relating Sellers is a party to such any lease, assignment or similar arrangement under which any of the Sellers is a lessor, assignor or otherwise makes available for use by any third party any portion of the Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) 3.1.11 Part B of Sellers' Disclosure Schedule, none of the Disclosure Schedule:
(i) each Subsidiary Sellers has good and marketable title received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Real Property, free which repair or work has not been completed and clear accepted. Sellers have not consented to the lease of, or creation of any EncumbrancesLien on, any of the Project by SNWA, except for Permitted Exceptions and, as described in clause (v) of the date hereof, definition of Permitted Encumbrances;Liens.
(iic) the use and operation Except as set forth in Section 3.1.11 Part C of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable buildingSellers' Disclosure Schedule, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has Sellers have obtained all material Permits real estate licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner necessary to conduct in which the Business by Real Property is currently being used and required for the Seller Group as currently conducted;ownership, construction, operation and maintenance of the Facility.
(vd) To Sellers' Knowledge, there is no member action, proceeding or litigation pending or threatened (i) to modify the zoning of, or other governmental rules or restrictions applicable to, the Real Property or the use or development thereof, or (ii) for any street widening or changes in highway or traffic lanes or patterns in the immediate vicinity of the Seller Group Real Property, in each case, except for such actions, proceedings or litigations which, individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.
(e) The parcels constituting the Site are assessed separately from all other adjacent property not constituting the Site for purposes of real property taxes assessed to, or paid by, GenWest. Except as set forth in Section 3.1.11 Part D of Sellers' Disclosure Schedule, to Sellers' Knowledge, the Site complies with all applicable subdivision, zoning, land parcelization and local governmental taxation or separate assessment requirements.
(f) Other than Permitted Liens and as set forth in Section 3.1.11 Part E of Sellers' Disclosure Schedule, there are no commitments to or agreements by Sellers with any Governmental Authority affecting the use or ownership of the Real Property and to Sellers' Knowledge, there are no commitments to or agreements with any Governmental Authority by any other party affecting the use or ownership of the Real Property.
(g) Except as set forth in Section 3.1.11 Part F of Sellers' Disclosure Schedule, none of the Sellers is a landlord with respect party to any agreement for the sale, exchange, encumbrance, lease or transfer of any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;same.
(vih) immediately following the ClosingExcept as set forth in Section 3.1.11 Part G of Sellers' Disclosure Schedule, no person other than one of the Subsidiaries will have the right to possession Sellers are in compliance with all applicable conditions, covenants and use of restrictions that encumber the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Purchase Agreement (Pinnacle West Capital Corp), Purchase Agreement (Sierra Pacific Resources /Nv/)
Real Property. Section 3.4(a5.11.1. SCHEDULE 5.11.1 contains a brief description of (a) each parcel of real property owned by an Acquired Company (the Disclosure Schedule sets forth a list and "Owned Real Property") (showing the record title holder, legal description and the street address commonly used when describing the Owned Real Property and such other information as is contained thereon) and (b) each option held by an Acquired Company to acquire any real property. Except as set forth in SCHEDULE 5.11.1, each Acquired Company has title in fee simple to all Owned Real Property held of record by such Acquired Company and to all buildings, structures and other improvements thereon, in each case free and clear of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful Encumbrances, except for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsPermitted Encumbrances. Except as set forth on SCHEDULE 5.11.1, each Acquired Company has fulfilled and performed all its obligations in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good all material respects, and marketable title to the all obligations binding upon any Owned Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as under each of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in Encumbrances to which any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Owned Real Property is subject, and no Acquired Company is in breach or default under, or in violation of or noncompliance with, any such Encumbrances where such breach, default, violation or non-compliance would materially impair the marketability of or materially detract from the value of or materially impair the existing or substantially similar use of, the Owned Real Property affected thereby, and to the Knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth on SCHEDULE 5.11.1, each Owned Real Property has received all material Governmental Authorizations required in connection with the operation thereof and has been operated and maintained in all material respects in accordance with all applicable buildingLegal Requirements and, zoningto the Knowledge of Seller, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary all Zoning Legal Requirements. The consummation of the Seller Group has obtained all Contemplated Transactions will not result in any material Permits required breach or material violation of, material default under or noncompliance with, or any forfeiture or impairment of any material rights under, any Encumbrance to use and operate the which any Owned Real Property in is subject, or require any consent, approval or act of, or the manner necessary making of any filing with, any Person party to conduct or benefited by or possessing the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord power or authority to exercise rights or remedies under or with respect to any such Encumbrance. To the Knowledge of Seller, all public utilities currently utilized at each Owned Real Property give adequate service to the Owned Real Property, and, except as set forth in SCHEDULE 5.11.1, the Owned Real Property has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Body. Complete and correct copies of the following documents, to the extent in Seller's or any Acquired Company's possession, have heretofore been delivered by Seller to Buyer: deeds, instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys, appraisals, and policies of title insurance currently in force.
5.11.2. SCHEDULE 5.11.2 sets forth a list and brief description of each lease or similar agreement (showing the parties thereto, and the location and the legal description (if a legal description was referenced as an exhibit to the respective lease or in any leasehold policy of title insurance) of the real property covered by, and the space occupied under, such lease or other agreement and such other information as is contained thereon) under which (a) an Acquired Company is lessee or sublessee of, or holds, uses or operates, any real property owned by any third Person (the "Leased Real Property and no party other than a Subsidiary has occupancy Property") or use (b) an Acquired Company is lessor of any portion of the Owned Real Property;
(vi) immediately following the Closing. Except as set forth in SCHEDULE 5.11.2, no person other than one of the Subsidiaries will have each Acquired Company has the right to possession and use quiet enjoyment of all the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Leased Real Property to described in such Schedule for the full term of each such lease or similar agreement (and any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viiirenewal option) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.relating thereto so long as
Appears in 2 contracts
Samples: Stock Purchase Agreement (WHX Corp), Stock Purchase Agreement (Worthington Industries Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) Schedule 6.11, the Real Property comprises all of the Disclosure Schedule:real property used in the Business.
(ib) each Subsidiary has good and marketable title There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as Knowledge of the date hereofSeller Parties, Permitted Encumbrances;
(ii) threatened, affecting any parcel of Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding or any claim, litigation, administrative action or similar proceeding, pending or, to the Knowledge of the Seller Parties, threatened, relating to the ownership, lease, use and operation or occupancy of the Real Property in the operation of the Business does not violate in or any material respect any instrument of record or agreement affecting the Real Property;portion thereof.
(iiic) All material certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the “Real Property Permits”) of all Governmental Authorities having jurisdiction over the Real Property that are required or appropriate to use or occupy the Real Property or operate the Business as currently conducted have been issued and are in full force and effect. Seller has not received any written notice from any Governmental Authority relating to a suspension, revocation, modification or cancellation of any Real Property Permit. Seller is in compliance in all material respects with all applicable building, zoning, subdivision the terms and other land use or similar Laws, and the Selling Group has not received any written notice conditions of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in Permits.
(d) The classification of each parcel of Real Property under applicable zoning laws, ordinances and regulations permits (i) the manner necessary to conduct use and occupancy of such parcel and the operation of the Business by and (ii) the Seller Group Improvements located thereon as currently conducted;constructed, used and occupied. The use or occupancy by Seller of the Real Property or any portion thereof or the operation of the Business is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any Governmental Authority.
(ve) no member of the Seller Group is a landlord with respect to any The current use and occupancy of the Real Property and no party other than a Subsidiary has occupancy or use of any portion the operation of the Business do not materially violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Real Property;.
(vif) immediately following To the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member Knowledge of the Seller Group has any knowledge Parties, there is no pending or threatened increase or special assessment or reassessment of any fact or condition which would result in the termination of the current access to or from the Real Property to such impositions for any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the . No parcel of Real Property is assessed by local property assessors under development as a tax parcel or parcels separate from all other tax parcelsof the date hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (United Components Inc), Asset Purchase Agreement (UCI Holdco, Inc.)
Real Property. Section 3.4(a(a) Schedule 3.11(a) includes a true and complete list of all Business Real Property. One or more of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used Purchased Business Companies has or useful for the Business. Sellers will at Closing have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Owned Real Property and valid leasehold interests in the Leased Real Property subject only to Permitted Encumbrances. There are no Actions affecting any of the Business Real Property pending or, to Sellers’ knowledge, threatened which would reasonably be expected to impair the value or interfere with the present use of the Business Real Property. To the knowledge of Sellers, free no material parcel of Business Real Property is subject to any governmental decree or is being condemned, expropriated or otherwise taken by any public authority, with or without payment of compensation therefor, and clear of any Encumbrancesno such condemnation, expropriation or taking has been proposed.
(b) Except as set forth on Schedule 3.11(b), all improvements on the Owned Real Properties and the operations therein conducted conform to all applicable health, fire, safety, zoning and building laws, ordinances and administrative regulations, except for Permitted Exceptions andpossible nonconforming uses or violations which do not and will not interfere with the present use, as operation or maintenance thereof by any of the date hereofBusiness Companies as now used, Permitted Encumbrances;
(ii) operated or maintained or access thereto. The operating condition and state of repair of all buildings, structures, improvements and fixtures on the Owned Real Properties are sufficient to permit the use and operation of all such buildings, structures, improvements and fixtures as now used or operated.
(c) Except as set forth on Schedule 3.11(c), the buildings, driveways and all other structures and improvements upon the Owned Real Properties are all within the boundary lines of such Owned Real Property in or have the benefit of valid easements, and there are no encroachments thereon that would affect the use thereof.
(d) Except as set forth on Schedule 3.11(d), all public utilities required for the operation of such properties either enter such properties through adjoining public streets or, if they pass through adjoining private land, do so in accordance with valid public or private easements which inure to the benefit of the Business does not violate in any material respect any instrument of record or agreement affecting the Companies. Each Owned Real Property;Property has unrestricted access to and from public roads and streets.
(iiie) Each of the leases relating to the Leased Real Property is valid and binding on one of the Business Companies and, to the knowledge of Sellers, the counterparties thereto and is in compliance full force and effect. There are no Actions affecting any of the Leased Real Property pending, or to Sellers’ knowledge, threatened in all material respects writing which would reasonably be expected to impair the value or interfere with all applicable buildingthe present use of the Leased Real Property. To Sellers’ knowledge, zoning, subdivision and other land use or similar Laws, and the Selling Group no Business Company has not received any written notice of violation or claimed violations any event of such Laws;
(iv) the applicable Subsidiary default under any of the Seller Group has obtained all material Permits required to use Leases and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member event of default exists under any of the Seller Group is a landlord Leases with respect to any counterparty under the Leases. No Business Company has any contingent liability in respect of the Real Property and no party any leasehold property other than a Subsidiary has occupancy or use of any portion of the Leased Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the . No Leased Real Property is assessed subject to any sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such Leased Real Property or any portion thereof, except where such sublease, license or other agreement would not adversely affect the use, occupancy or enjoyment of such Leased Real Property as it is currently being used, occupied or enjoyed by local property assessors as a tax parcel or parcels separate from all other tax parcelsthe Business.
Appears in 2 contracts
Samples: Purchase Agreement (Dresser Inc), Purchase Agreement (Cooper Cameron Corp)
Real Property. Section 3.4(a(a) Except as specifically set forth herein, Seller has no knowledge of any condemnation proceedings pending against the Disclosure Schedule sets Real Property.
(b) Except as specifically set forth a list herein or on Exhibit 5.7 hereto, Seller has not entered into any agreement regarding the Real Property, and legal description of all to Seller's knowledge, the Real Property owned by each Subsidiary. Neither Seller owns is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, which would materially affect or limit Buyer's use and enjoyment of the Real Property that is used or useful for which would materially limit or restrict Seller's right or ability to enter into this Agreement and consummate the Business. Sellers have delivered sale and purchase contemplated hereby.
(c) To Seller's knowledge, (i) no fact or condition exists which would result in the permanent termination or material impairment of access to the Buyers complete and correct copies Real Property from adjoining public streets or highways or in the permanent discontinuance of all of necessary utilities services to the following materials relating to such Real Property, and (ii) all sanitation, plumbing, refuse disposal, and similar facilities servicing the Branches are in material compliance with applicable governmental regulations.
(d) No complaints have been received by Seller that Seller is in violation of applicable building, zoning, platting, subdivision, use, safety, building or similar laws, ordinances, regulations and restrictions with respect to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property. To Seller's knowledge, there are no special or general assessments pending against or affecting the Real Property and, to Seller's knowledge, no public improvements have been recently made which would cause special or general assessments to be assessed against the Real Property. Except for any encroachment which does not materially affect the use or value of the premises: (i) to Seller's knowledge, there is no encroachment upon the Real Property from any buildings or improvements, if any, located on the adjacent property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection(ii) to Seller's knowledge, soils, environmental assessment and similar reportsthere is no encroachment by the Real Property upon any adjacent property or upon any easements with respect to the adjacent property. Except as set forth on in Section 3.4(a) Exhibit 5.7, there are no leases or other agreements by which any person possesses or has a right to possess all or any portion of the Disclosure Schedule:Real Property other than those described in this Agreement or exhibits to this Agreement. To Seller's knowledge, and except as disclosed by title insurance binder or by survey, there is no violation of any applicable building restriction or restrictive covenant. To Seller's knowledge, the Real Property is adequately serviced by all utilities necessary for effective operation as presently used for a financial institution office.
(ie) each Subsidiary Seller is the owner in fee simple of the Real Property and has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, subject to Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (First Defiance Financial Corp), Purchase and Assumption Agreement (Rurban Financial Corp)
Real Property. (i) Section 3.4(a5(m)(i) of the Disclosure Schedule sets forth a list lists and describes briefly all real property that any of the Company and its Subsidiaries owns. With respect to each such parcel of owned real property:
(A) the identified owner has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto;
(B) there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof;
(C) the legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the Buyers complete use thereof have not been obtained;
(D) all facilities have received all approvals of governmental authorities (including licenses and correct copies permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(E) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of all use or occupancy of any portion of the following materials relating parcel of real property;
(F) there are no outstanding options or rights of first refusal to such Real Propertypurchase the parcel of real property, or any portion thereof or interest therein;
(G) there are no parties (other than the Company and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 5(m)(ii) of the Disclosure Schedule who are in possession of space to which they are entitled;
(H) all facilities located on the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents parcel of real property are supplied with utilities and other documents and agreements affecting title to or services necessary for the operation of such Real Propertyfacilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; surveysand
(I) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available.
(ii) Section 5(m)(ii) of the Disclosure Schedule lists and describes briefly all real property:
(A) leased or subleased to any of the Company and its Subsidiaries; as-built construction plans; construction contracts and
(B) leased or subleased by any of the Company and warranties; appraisals; structural inspectionits subsidiaries to third parties, soils, environmental assessment including Company's franchisees and similar reportsarea developers. Except as set forth on The Company has delivered or made available to Fields correct and complete copies of the leases and the subleases listed in Section 3.4(a5(m)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 5(m)(ii) of the Disclosure Schedule:
(iC) each Subsidiary has good the lease or sublease is legal, valid, binding, enforceable, and marketable title to the Real Property, free in full force and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbranceseffect;
(iiD) the use lease or sublease will continue to be legal, valid, binding, enforceable, and operation in full force and effect on identical terms following the consummation of the Real Property transactions contemplated hereby;
(E) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(F) no party to the lease or sublease has repudiated any provision thereof;
(G) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(H) with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease;
(I) none of the Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(J) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation of the Business does not violate thereof and have been operated and maintained in any material respect any instrument of record or agreement affecting the Real Propertyaccordance with applicable laws, rules, and regulations;
(iii) the Real Property is in compliance in all material respects facilities leased or subleased thereunder are supplied with all applicable building, zoning, subdivision utilities and other land use or similar Laws, and services necessary for the Selling Group has not received any written notice operation of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Propertysaid facilities; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Stock Acquisition Agreement (Fields MRS Original Cookies Inc), Stock Acquisition Agreement (Fields MRS Original Cookies Inc)
Real Property. Section 3.4(a(a) The Company does not own or have any fee ownership interest in any Real Property.
(b) To the Knowledge of the Disclosure Schedule sets forth a list and legal description of S&R Parties, all the Real Property owned leased and used by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance Company conforms in all material respects with applicable Law. The Company enjoys quiet and peaceful possession of all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(ivleased properties occupied by it as lessee. Section 3.7(b) the applicable Subsidiary of the Seller Group has obtained Company Disclosure Letter contains a true, complete and correct list of all material Permits required leases pursuant to use and operate which the Company leases any Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect Contributed Business (the “Scheduled Leases”). The Scheduled Leases listed on Section 3.7(b) of the Company Disclosure Letter, other than those Scheduled Leases that have been denoted as an Excluded Contract, are referred to any in this Agreement individually as an “Assigned Lease” and collectively as the “Assigned Leases.” The Real Property leased pursuant to the Scheduled Leases constitutes all of the Real Property and no party other than a Subsidiary that has occupancy been used or use of any portion occupied in connection with the ownership of the Real Property;Contributed Business since December 31, 2012.
(vic) immediately following Before the Closing, no person other than one to the extent USAC receives an ESA Report identifying, for any Real Property leased pursuant to an Assigned Lease denoted with a double asterisk (**) on Section 3.7(b) of the Subsidiaries will Company Disclosure Letter (“Leased Property”), (i) any Liability under any Environmental Law applicable to, or reasonably likely to be incurred with respect to such Leased Property, or (ii) the need for investigative or remedial action with respect to such Leased Property, USAC shall have the right right, in its sole discretion, to possession and use require the S&R Parties to amend Section 3.7(b) of the Real Property;
(vii) no member of Company Disclosure Letter prior to Closing in order to denote the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Assigned Lease for such Leased Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsan Excluded Contract.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (USA Compression Partners, LP)
Real Property. Section 3.4(a(i) of the Disclosure Schedule 3.1(j) sets forth a true and complete list and legal description of all the Real Property real property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for Assignor (the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such "Real Property"). Such Assignor has, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspectionAssignee will be transferred, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable indefeasible title to the Real Property, free and clear of any Encumbrances, except for Liens (other than Permitted Exceptions andLiens). Such Assignor does not lease, as lessee, any real property. Such Assignor has provided to Assignee correct and complete copies of all title insurance policies issued to such Assignor or in such Assignor's possession relating to the date hereof, Permitted Encumbrances;Real Property.
(ii) The Real Property of such Assignor constitutes all real property used in connection with such Assignor's Business. Neither the Company nor such Assignor has knowledge that the Real Property, any improvements thereon, or the use by such Assignor thereof, fails to conform to (i) all applicable Laws, including but not limited to zoning requirements and the Americans With Disabilities Act, and (ii) all restrictive covenants, if any. There are no eminent domain proceedings pending, or to such Assignor's knowledge, threatened against the Real Property. The Real Property has adequate ingress or egress to public streets and highways.
(iii) The Real Property is connected to and is served by water, solid waste and sewage disposal, drainage, telephone, gas, electricity and other utility equipment facilities and services necessary and sufficient for the operation or use of the Real Property. To such Assignor's knowledge, such facilities and services are adequate for the present use and operation of the Real Property on a fully occupied basis, and are installed and connected pursuant to valid permits and are in material compliance with all governmental regulations. To such Assignor's knowledge, no fact or condition exists which would result in the operation termination or impairment in the furnishing of the Business does not violate in any material respect any instrument of record or agreement affecting utility services to the Real Property;
(iii) . With respect to the Real Property is in compliance in all material respects with all applicable buildingprior three sentences, zoning, subdivision and other land use or similar Laws, and the Selling Group such Assignor has not received any written notice of violation or claimed violations of such Laws;to the contrary.
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate Other than as set forth on Schedule 3.1(j), the Real Property in has not been damaged by fire or other casualty except for such damage which has been fully repaired and restored prior to the manner necessary to conduct the Business by the Seller Group as currently conducted;date of this Agreement.
(v) no member Schedule 3.1(j) sets forth a true and complete list of all real property leased by such Assignor, as lessor, and a true and correct copy of the Seller Group is a landlord with respect rent roll relating to any each of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of Assignor's Facilities (the Real Property;"Facility Leases").
(vi) immediately following There has not been (i) any threatened cancellation of any Facility Leases not in the Closingordinary course of such Assignor's Business, (ii) any outstanding disputes, of a material nature, under any Facility Leases or (iii) to such Assignor's knowledge, any bases for any claim of breach or default thereunder. Such Assignor has no person reason to believe that any of the Facility Leases that are renewable will not be renewed by the other party on reasonable terms other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination ordinary course of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelssuch Assignor's Business.
Appears in 2 contracts
Samples: Master Settlement Agreement (Greenbriar Corp), Master Settlement Agreement (Greenbriar Corp)
Real Property. (a) The Real Property collectively constitutes all real property held or used by the Company Group to conduct, operate or manage the Business. Section 3.4(a4.11(a) of the Sellers Disclosure Schedule sets forth a list correctly lists and legal description of correctly describes all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of correctly lists all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Facilities.
(b) Except as set forth on in Section 3.4(a4.11(b) of the Sellers Disclosure Schedule:, the Real Property and its use, occupancy and operation comply with applicable Law in all material respects. None of the Company Group has received any written notice to the contrary from any Governmental Entity. No Proceeding that could have an adverse effect on any Real Property is pending or, to the Knowledge of Sellers, threatened.
(c) Except as set forth on Section 4.11(c) of the Sellers Disclosure Schedule: (i) each Subsidiary no Person other than the Company Group and the applicable Landlord with respect to the Leased Real Property has good and marketable title or has asserted any rights in, or to acquire, the Real Property or any part thereof; (ii) there is no pending or, to the Knowledge of Sellers, threatened proceeding to condemn, take by eminent domain or downzone of any part of the Real Property, free ; and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is available for use to conduct the Business and complies in all material respects with all applicable deed restrictions or other applicable restrictions, building or zoning codes and regulations of any Governmental Entity having jurisdiction over the Real Property.
(d) All Improvements located on any Real Property are in good working order and condition without material defect or deficiency, subject to ordinary wear and tear. To the extent that any Real Property Lease obligates any of the Company Group to maintain any Improvements, the Company Group is in compliance with such obligation in all material respects.
(e) To the extent that applicable Law requires any of the Company Group to maintain flood, earthquake and any other type of insurance on any Real Property, the Company Group is in compliance in all material respects with such requirement. Except as set forth on Section 4.11(e) of the Sellers Disclosure Schedule, no Real Property is located in a flood plain or is susceptible to flooding in such a way as to interfere with operation of such Real Property.
(f) Sellers have delivered to Buyer true, correct and complete copies of all Real Property Leases, which are valid, unmodified, in full force and effect subject to applicable building, zoning, subdivision and other land use or similar LawsEnforceability Limitations, and the Selling entire agreement between the applicable Company Group and the applicable Landlord or owner. The Company Group is not, nor is presently alleged to be, in default under any Real Property Lease. To the Knowledge of Sellers (i) no Landlord or owner is in default under any Real Property Lease and (ii) no event exists that is, or with notice or lapse of time would constitute, a default under any Real Property Lease. No Landlord or owner under a Real Property Lease has not received any written given notice of violation any repairs, upgrades or claimed violations remodeling that any of such Laws;
the Company Group must perform as tenant. Section 4.11(a) of the Sellers Disclosure Schedule correctly describes for all Real Property Leases: (i) rent payable; (ii) pending rent reset proceedings or disputes; (iii) current termination date; (iv) the applicable Subsidiary pending lease or contract renewals; and (v) pending disputes and audits regarding escalations, pass-throughs, common area maintenance and utilities charges. No sublease exists under any Real Property Lease, except as set forth on Section 4.11(a) of the Seller Sellers Disclosure Schedule.
(g) Except as set forth on Section 4.11(g) of the Sellers Disclosure Schedule, the Company Group has obtained holds good, valid and marketable fee title to all material Permits required Owned Real Property, and good and valid leasehold and usage title to use all Leased Real Property, in each case free and operate clear of any Encumbrances except Permitted Encumbrances. No Real Property that is owned by the Company Group and, to the Knowledge of Sellers, no Leased Real Property, is presently being marketed for sale, or is under contract to be sold. Also, no Owned Real Property is subject to any expropriation measures by any Governmental Entity.
(h) None of the Company Group is a party to any Material Contract affecting any Real Property, but not listed on Section 4.15(a) of the Sellers Disclosure Schedule.
(i) Section 4.11(i) of the Sellers Disclosure Schedule identifies all pending real estate tax protest Proceedings known to the Company Group relating to any Real Property. None of the Company Group is delinquent in payment of any real estate taxes or assessments, utility charges, common area maintenance charges, or other charges relating to or arising from any Real Property.
(j) Except as set forth on Section 4.11(j) of the Sellers Disclosure Schedule, Sellers have delivered to Buyer true, correct and complete copies of all surveys of the Real Property in Sellers’ possession or reasonably available to Sellers, and there has not been any material change in the manner necessary to conduct the Business by the Seller Group as currently conducted;facts each such survey depicts.
(vk) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the The Real Property is assessed by local property assessors as a (for real estate tax parcel or parcels separate purposes) separately from all other tax parcelsproperty that is not owned by the Company Group. Taxes for the Real Property do not reflect or take into account any abatement, exemption, deferral, or other benefit not expressly identified and disclosed in Section 4.11(k) of the Sellers Disclosure Schedule.
(l) Except as set forth on Section 4.11(l) of the Sellers Disclosure Schedule, the Company Group holds a Title Policy for each parcel of Real Property. Sellers have delivered to Buyer a true, correct and complete copy of all such Title Policies. All such Title Policies are in full force and effect subject to applicable Enforceability Limitations. None of the Company Group has made any claim under any Title Policy. None of the Company Group has received any notice that any Title Policy is invalid or ineffective, in whole or in part. Except as set forth on Section 4.11(l) of the Sellers Disclosure Schedule, to the Knowledge of Sellers, there is no Encumbrance that any Title Policy should have disclosed but did not. Except as set forth on Section 4.11(l) of the Sellers Disclosure Schedule, since the date of each Title Policy, none of the Company Group has encumbered or conveyed any Real Property, except Permitted Encumbrances and immaterial utility easements and similar Title Exceptions (not materially impairing value) entered into in the ordinary course of business.
(m) The Real Property is adequately served by electrical, gas, storm sewer, sanitary sewer, water, internet, telecommunications and other utilities as necessary or appropriate to operate in a manner consistent with past practice. All charges for such utilities have been paid prior to the date they would become past due in accordance with the applicable payment terms.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Rentech Inc /Co/)
Real Property. Section 3.4(a(a) Subject to the terms of the Disclosure Schedule sets forth a list and legal description Intercreditor Agreement, the Secured Obligations shall also be secured by Mortgages on all Material Real Property. Within 90 days of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used Escrow Release Date (or useful for such longer period as the Business. Sellers have delivered Credit Facility Agent may agree in its sole discretion with respect to the Buyers complete and correct copies of all corresponding requirement under the Credit Agreement), the Collateral Agent shall have received each of the following materials relating to such Real Propertyfollowing, in each case, in form and substance as shall be reasonably satisfactory to the extent in Sellers’ possession or control: title insurance policies Collateral Agent and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Scheduleits legal counsel:
(i) counterparts of a Mortgage with respect to each Subsidiary has good and marketable title to the Material Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) a title insurance policy for such Mortgaged Property (or marked-up title insurance commitment having the use effect of a title insurance policy) (the “Mortgage Policies”) insuring the Lien of each such Mortgage as a valid second priority Lien on the property described therein, free of any other Liens except as expressly permitted by the Covered Documents, together with such endorsements, coinsurance and operation of reinsurance as the Real Property Collateral Agent may reasonably request and to the extent available in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Propertyeach applicable jurisdiction;
(iii) a Survey with respect to each Mortgaged Property, provided, however, that a Survey shall not be required to the Real Property extent that (A) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is in compliance in all material respects with all applicable building, zoning, subdivision delivered to the Collateral Agent and the Title Company and (B) the Title Company removes the standard survey exception and provides reasonable and customary survey-related endorsements and other land use or similar Laws, and coverages in the Selling Group has not received any written notice of violation or claimed violations of such Lawsapplicable Mortgaged Policy;
(iv) such existing abstracts, existing appraisals, legal opinions and other documents as the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord Collateral Agent may reasonably request with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real such Mortgaged Property; and
(viiiv) with respect to each Material Real Property, signed copies of opinions, addressed to the Collateral Agent and the Trustee, of local counsel for the Grantors in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent, provided that such opinions shall be in form and substance substantially similar to the opinions delivered to the Credit Facility Agent.
(b) After the Escrow Release Date, promptly after the acquisition of any Material Real Property by any Grantor, if such Material Real Property shall not already be subject to a perfected second priority Lien under the Covered Documents and is assessed required to be, the applicable Grantor shall give notice thereof to the Collateral Agent and promptly thereafter shall cause such Material Real Property to be subjected to a Lien and will take such actions as shall be necessary or reasonably requested by local property assessors the Collateral Agent to grant and perfect or record such Lien, including, as a tax parcel applicable, the actions referred to Section 3.02(a) hereof and shall, within forty-five (45) days after the request therefor by the Collateral Agent (or parcels separate from such longer period as the Credit Facility Agent may agree in its reasonable discretion with respect to the corresponding requirement under the Credit Agreement), deliver to the Collateral Agent signed copies of opinions, addressed to the Collateral Agent and the other Secured Parties regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Collateral Agent, and each such opinion shall be in form and substance reasonably acceptable to the Collateral Agent, provided that such opinions shall be in form and substance substantially similar to the opinions delivered to the Credit Facility Agent.
(c) In the event that any Future Second Lien Indebtedness are incurred following the Escrow Release Date, the Grantors shall promptly notify the Collateral Agent thereof and take all other tax parcelssuch action as may be reasonably required to amend each then existing Mortgage in order to cause such Future Second Lien Indebtedness to be secured equally and ratably with the then-existing Secured Obligations.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Real Property. Section 3.4(a(a) Schedule 3.15(a) lists and describes briefly all real property that the Company owns. With respect to each such parcel of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedulereal property:
(i) each Subsidiary the identified owner has good and marketable title to the Real Propertyparcel of real property, free and clear of any EncumbrancesSecurity Interest, easement, covenant, or other restriction, except for Permitted Exceptions andinstallments of special assessments not yet delinquent and recorded easements, as covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title (indefeasible title in Texas), of the date hereofproperty subject thereto;
(ii) there are no pending or threatened condemnation proceedings, Permitted Encumbranceslawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof;
(iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(v) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property;
(vi) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(vii) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 3.15
(a) who are in possession of space to which they are entitled; and
(viii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property.
(b) Schedule 3.15(b) lists and describes briefly all real property leased or subleased to the Company. The Company has delivered to the Parent correct and complete copies of the leases and subleases listed in Schedule 3.15(b). With respect to each lease and sublease listed in Schedule 3.15(b):
(i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) the use lease or sublease will continue to be legal, valid, binding, enforceable, and operation in full force and effect on identical terms following the consummation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Propertytransactions contemplated hereby;
(iii) no party to the Real Property lease or sublease is in compliance in all material respects with all applicable building, zoning, subdivision and other land use breach or similar Lawsdefault, and the Selling Group no event has not received any written occurred which, with notice or lapse of violation time, would constitute a breach or claimed violations of such Lawsdefault or permit termination, modification, or acceleration thereunder;
(iv) no party to the applicable Subsidiary of the Seller Group lease or sublease has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conductedrepudiated any provision thereof;
(v) there are no member of disputes, oral agreements, or forbearance programs in effect as to the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy lease or use of any portion of the Real Propertysublease;
(vi) immediately following The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Propertyleasehold or subleasehold;
(vii) no member all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Seller Group has any knowledge of any fact or condition which would result operation thereof and have been operated and maintained in the termination of the current access to or from the Real Property to any presently existing highwaysaccordance with applicable laws, roadsrules, and rights-of-way on or adjoining the Real Propertyregulations; and
(viii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsoperation of said facilities.
Appears in 2 contracts
Samples: Consent and Voting Agreement and Plan of Merger (Nabors Industries Inc), Consent and Voting Agreement and Plan of Merger (Nabors Industries Inc)
Real Property. Section 3.4(a(a) Except as set forth on Schedule 2.17(a), the Company or a Subsidiary owns fee simple absolute title to all owned real properties used in the conduct and operation of its respective business as set forth on Schedule 2.17(a) (the Disclosure "Owned Real Estate"), and, to the Company's knowledge, the Company or a Subsidiary has a valid leasehold interest in all other real properties used in the conduct and operation of its business as set forth on Schedule sets forth 2.17(a) (the "Leased Real Estate" and together with the Owned Real Estate, the "Real Estate"). Schedule 2.17(a) contains a true, correct and complete list and legal description of all the Real Property owned by each Estate, including the name of the owner of record of the Owned Real Estate and the name of the lessee of the Leased Real Estate, an accurate street address, a brief description of the use of such Real Estate and the lease, sublease or other agreement for all Leased Real Estate. It is understood that certain of the Owned Real Estate may be in the name of former subsidiaries of the Company that no longer exist or may otherwise be in the name of a Person which is not the Company or a Subsidiary. Neither Seller owns Purchaser acknowledges and agrees that so long as any such Owned Real Estate is transferred to the Company or any of its Subsidiaries prior to the Closing (unless such Owned Real Estate is otherwise designated as an Excluded Asset, in which case such transfer shall not be required), the ownership of such Real Estate by a Person other than the Company or any of its Subsidiaries shall not constitute a breach of the representations and warranties set forth in this Section 2.17.
(b) To the Company's knowledge, except as set forth on Schedule 2.17(b), all material components of all improvements included within any Real Property Estate (collectively, the "Improvements", which term with respect to Leased Real Estate, shall specifically exclude any portion of any improvement that is used or useful for the Business. Sellers have delivered not leased to the Buyers complete Company or its Subsidiaries), including, without limitation, the roofs and correct copies 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 adequate to conduct the business of the Company and its Subsidiaries as currently conducted.
(c) Except as set forth on Schedule 2.17(c), all material Permits required to have been issued to the Company or any of its Subsidiaries to enable any Real Estate to be lawfully occupied and used for all of the following materials relating to such Real Property, to the extent purposes for which they are currently occupied and used have been lawfully issued and are in Sellers’ possession or control: title insurance policies full force and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportseffect. Except as set forth on Schedule 2.17(c), neither the Company nor any of its Subsidiaries has received any written notice of any pending, threatened or contemplated condemnation proceeding affecting any Real Estate or any part thereof or any proposed termination or impairment of any parking at any such owned or leased real property or of any sale or other disposition of any such Real Estate or any part thereof in Section 3.4(alieu of condemnation.
(d) of the Disclosure Schedule:Except as set forth on Schedule 2.17(d):
(i) each Subsidiary has good and marketable title to the Company's knowledge, no Improvement fails to conform in any material respect with applicable ordinances, regulations, zoning laws and restrictive covenants nor encroaches upon real property of others, nor is any such Real Property, free and clear Estate encroached upon by structures of others in any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancescase in any manner that would have or would be reasonably likely to have a Material Adverse Effect;
(ii) to the use and operation Company's knowledge, no charges or violations have been received by, made or threatened against the Company or any of its Subsidiaries, against or relating to any such Real Estate or Improvements or any of the operations conducted at any Real Property in Estate, as a result of any violation or alleged violation of any applicable ordinances, requirements, regulations, zoning laws or restrictive covenants or as a result of any encroachment on the operation property of others, where the Business does not violate in any material respect any instrument effect of record same would have or agreement affecting the Real Propertywould be reasonably likely to have a Material Adverse Effect;
(iii) other than pursuant to applicable laws, rules, regulations or ordinances, or pursuant to any leases or subleases of Leased Real Estate, or pursuant to any mortgages, deeds of trust or other security instruments listed on Schedule 2.17(d) affecting any Real Estate, covenants that run with the land or provisions in any agreement listed on Schedule 2.17(d), to the Company's knowledge, there exists no restriction on the use, transfer or mortgaging of any Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such LawsEstate;
(iv) to the applicable Subsidiary Company's knowledge, the Company and each of its Subsidiaries have adequate permanent rights of ingress to and egress from any such property used by it for the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;operations conducted thereon; and
(v) no member to the knowledge of the Seller Group is a landlord with respect Company, except as may otherwise be provided in Schedule 2.17(d), there are no developments specifically related to any of the Real Property and no party other than a Subsidiary has occupancy Estate or use of any portion interests of the Real Property;
(vi) immediately following Company or its Subsidiaries therein, or the Closinguse or operation thereof, no person other than one of the Subsidiaries will pending or threatened that might reasonably be expected to have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsMaterial Adverse Effect.
Appears in 2 contracts
Samples: Investment Agreement (Philip Services Corp/De), Investment Agreement (Icahn Carl C Et Al)
Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of 2.32 lists all the Real Property real property owned or leased by each SubsidiaryWFI Entity. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting Each WFI Entity has unencumbered title to or for operation of such its owned real properties (collectively, the "Owned Real Property; surveys; as-built construction plans; construction contracts Properties") and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable unencumbered leasehold title to its leased real properties (the "Leased Real PropertyProperties," together with the Owned Real Properties, the "Real Properties"), in each case, free and clear of any all imperfections of title and all Encumbrances, except for Permitted Exceptions and(a) those consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of such property or irregularities in title thereto which, individually and in the aggregate, do not materially impair the use of such property, (b) warehousemen's, mechanics', carriers', landlords', repairmen's or other similar Encumbrances arising in the ordinary course of business and securing obligations not yet due and payable, (c) other Encumbrances which individually and in the aggregate do not materially impair its use of such property or its ability to obtain financing by using such assets as collateral, and (d) Encumbrances listed on Schedule 2.32. To the knowledge of the date hereofCorporation, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate there are no intended public improvements which will result in any material respect charge being levied against, or in the creation of any instrument of record or agreement affecting Encumbrances upon, the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable buildingProperties or any portion thereof. There are no options, zoningrights of first refusal, subdivision and rights of first offer or other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord rights with respect to any of the Real Properties that is material to the business of the WFI Entities as currently conducted or proposed to be conducted. With respect to each lease of Real Property to which any WFI Entity is a party, so long as the applicable WFI Entity performs all of its obligations under such lease for Real Property within applicable notice and grace periods, (a) the rights of such WFI Entity under such lease shall not be terminated and (b) such WFI Entity's possession of such Real Property and the use and enjoyment thereof shall not be disturbed by any landlord, overlandlord, mortgagee or other superior party. No WFI Entity is obligated to purchase any Leased Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Leased Real Property is assessed by local property assessors required to be accounted for under GAAP as a tax parcel or parcels separate from all other tax parcelscapitalized lease. No WFI Entity is a real property holding company.
Appears in 2 contracts
Samples: Preferred Share Purchase Agreement (Worldwide Fiber Inc), Preferred Share Purchase Agreement (Worldwide Fiber Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 5.13 sets forth a list and legal description of all real property owned, ------------- leased, occupied or used by the Subsidiaries (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property owned is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiaries, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by each Subsidiarythe LLC or the Subsidiaries, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiaries, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder.
(b) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. Neither Seller owns To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes.
(c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used or useful and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the Business. Sellers continued use, occupancy and operation of the Real Property have delivered been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or any of the Subsidiaries.
(d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations.
(e) All work done or materials furnished by or on behalf of the Subsidiaries for construction of or repairs to the Buyers complete improvements located on the Real Property have been paid for in full and correct copies of all there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the following materials relating to such Real Property.
(f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the extent aggregate have a Material Adverse Effect on any of the Subsidiaries. Each lease is in Sellers’ full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or control: title insurance policies entitled to possession thereof other than the Subsidiaries and commitments; deeds; encumbrance tenants under the leases listed on Schedule 5.13.
(g) Neither the LLC nor the Subsidiaries has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property.
(h) The Real Property has adequate legal access to public roads and easement documents all buildings and other documents and agreements affecting title to or for operation improvements are located entirely within the boundary lines of such the Real Property; surveys; as-built construction plans; construction contracts . There are no encroachments on the Real Property and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) no portion of the Disclosure Schedule:Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or in any area similarly designated by any other Governmental Authority having jurisdiction thereof.
(i) each To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property.
(j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health.
(k) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof.
(l) Each Subsidiary has good and marketable owns fee simple title to the its respective Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, Liens and free and clear of encumbrances and other matters of title except as of the date hereof, Permitted Encumbrances;shown on Schedule 5.13(1). ----------------
(iim) the use and operation There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property in nor, to the operation Knowledge of the Business does not violate in LLC, have any material respect any instrument of record such actions, suits, proceedings or agreement affecting the Real Property;claims been threatened or asserted.
(iiin) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property is through private easements or dedicated public easements in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required capacities sufficient to use serve and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of each project. Private drives located upon the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will appurtenant easements have the right been completed and connect to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, public roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc), Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 3.18 sets forth a correct and complete list and legal description of all real property owned, leased, occupied or used by the Company (collectively, the “Real Property”) and indicates whether such property is owned or leased by the Company.
(b) Schedule 3.18 sets forth a correct and complete list of (i) all leases, subleases and other material agreements or rights pursuant to which any Person has the right to occupy or use any Real Property owned by each Subsidiary. Neither Seller owns the Company and (ii) all leases, subleases and other material agreements or rights pursuant to which the Company has the right to occupy or use any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. owned by others.
(c) Except as set forth on in Section 3.4(a) of Schedule 3.18, the Disclosure Schedule:
(i) each Subsidiary Company has good and marketable and fee simple title to all Real Property purported to be owned by it and good leasehold title to all Real Property purported to be leased by it, in each case free and clear of any Liens, other than Permitted Liens.
(d) All buildings and other improvements located on the Real Property (including without limitation all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition and are suitable for the purposes for which they are used. The Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted.
(e) All buildings and other improvements located on the Real Property, and the use of the Real Property by the Company and all Persons claiming under it, comply with all Governmental Rules relating to zoning and land use and with all easements, covenants and other restrictions applicable to the Real Property, free except where such non-compliance would, individually or in the aggregate, have a Material Adverse Effect.
(f) The Real Property: (i) is adequately serviced by all utilities necessary for the Company to conduct its business as currently conducted and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
currently planned to be conducted thereon; (ii) the use has adequate means of ingress and operation egress, either directly or by means of the Real Property in the operation of the Business does not violate in any material respect any instrument of record perpetual easements or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining which run with the Real Property; and
(viiiiii) has adequate parking that is sufficient to meet the Real Property needs of the Company’s employees and business invitees and to comply with applicable Laws; and (iv) is assessed by local property assessors not located in whole or in part within an area identified as a tax parcel or parcels separate from all other tax parcelsflood hazard area by any Governmental Authority.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nascent Wine Company, Inc.), Stock Purchase Agreement (Nascent Wine Company, Inc.)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 5.13 sets forth a list and legal description of all real property owned, ------------- leased, occupied or used by the Subsidiary (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property owned is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiary, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by each the LLC or the Subsidiary, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiary, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder.
(b) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. Neither Seller owns To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes.
(c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used or useful and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the Business. Sellers continued use, occupancy and operation of the Real Property have delivered been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or the Subsidiary.
(d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations.
(e) All work done or materials furnished by or on behalf of the Subsidiary for construction of or repairs to the Buyers complete improvements located on the Real Property have been paid for in full and correct copies of all there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the following materials relating to such Real Property.
(f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the extent aggregate have a Material Adverse Effect on the Subsidiary. Each lease is in Sellers’ full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or control: title insurance policies entitled to possession thereof other than the Subsidiary and commitments; deeds; encumbrance tenants under the leases listed on Schedule 5.13.
(g) Neither the LLC nor the Subsidiary has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property.
(h) The Real Property has adequate legal access to public roads and easement documents all buildings and other documents and agreements affecting title to or for operation improvements are located entirely within the boundary lines of such the Real Property; surveys; as-built construction plans; construction contracts . There are no encroachments on the Real Property and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) no portion of the Disclosure Schedule:Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or in any area similarly designated by any other Governmental Authority having jurisdiction thereof.
(i) each To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property.
(j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health.
(k) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof.
(l) The Subsidiary has good and marketable owns fee simple title to the its respective Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, Liens and free and clear of encumbrances and other matters of title except as of the date hereof, Permitted Encumbrances;shown on Schedule 5.13(1). ----------------
(iim) the use and operation There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property in nor, to the operation Knowledge of the Business does not violate in LLC, have any material respect any instrument of record such actions, suits, proceedings or agreement affecting the Real Property;claims been threatened or asserted.
(iiin) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property is through private easements or dedicated public easements in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required capacities sufficient to use serve and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of each project. Private drives located upon the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will appurtenant easements have the right been completed and connect to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, public roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc), Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc)
Real Property. (a) Section 3.4(a4.11(a) of the such Parent’s Disclosure Schedule Letter sets forth a correct and complete list and legal description of all real property owned in fee by such Contributed Subsidiary (such real property, together with the right, title and interest in all buildings, improvements and fixtures thereon and all other appurtenances thereto, its “Owned Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers Property”).
(b) Section 4.11(b) of such Parent’s Disclosure Letter sets forth a correct and complete and correct copies list of all leasehold, subleased and other interests in real property held by such Contributed Subsidiary (including all ground leased property whereby such Contributed Subsidiary leases real property but owns the improvements located thereon; in which case the ownership of the following materials relating to such improvements will be noted in such Parent’s Disclosure Letter) (such real property, its “Leased Real Property” and, together with its Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation its “Real Property”). Section 4.11(b) of such Parent’s Disclosure Letter sets forth a correct and complete list of all leases, subleases and occupancy agreements, together with any amendments thereto (“Real Property Leases”), with respect to all Leased Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on .
(c) No Real Property of such Contributed Subsidiary is a Shared Asset.
(d) Such Contributed Subsidiary’s Real Property constitutes all interests in Section 3.4(a) of the Disclosure Schedule:
real property which are (i) each currently used, occupied or held for use by such Contributed Subsidiary and (ii) sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to conduct its Business in a manner substantially similar to the manner currently conducted by it in all material respects.
(e) Such Contributed Subsidiary has good and marketable fee title to its Owned Real Property and a valid and enforceable leasehold interest in the Leased Real Property, in each case, free and clear of any Encumbrancesall Liens other than Permitted Liens.
(f) With respect to each Real Property Lease of such Contributed Subsidiary, except for Permitted Exceptions and(i) all rents, as deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of the date hereofa breach or default under such Real Property Lease that has not been redeposited in full, Permitted Encumbrances;
and (ii) the use and operation of the such Contributed Subsidiary has not received any notice that it is in default under such Real Property in Lease or that the operation owner of such Leased Real Property has made any assignment, mortgage, pledge or hypothecation of such Real Property Lease or the Business does rents or use fees due thereunder.
(g) Such Contributed Subsidiary is not violate in the owner or lessor of any material respect Leased Real Property of any instrument other Contributed Subsidiary. Such Contributed Subsidiary has not licensed or otherwise granted to any Person the right to use or occupy any of record or agreement affecting the its Real Property;.
(iiih) the Such Contributed Subsidiary’s Real Property is in compliance good operating condition, suitable, sufficient and appropriate in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling for its current use.
(i) No member of such Parent’s Group has not received any a written notice of violation any pending condemnation proceedings or claimed violations eminent domain proceedings of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all any kind that would have a material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord affect with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion individual Real Property and, to the Knowledge of the such Parent, none are threatened against any such Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 2 contracts
Samples: Master Agreement (Conagra Foods Inc /De/), Master Agreement (CHS Inc)
Real Property. Section 3.4(a) of 4.9.1.1. The IESI-BFC Entities, as applicable, have good, valid and marketable title, in fee simple, to all their material owned real property (in this Article IV the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such “Owned Real Property”), to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the Closing Date, such Owned Real Property shall be free and clear of all Liens, except Permitted Liens. A list of the Owned Real Property and the municipal address of each such property is listed in Section 4.9.1.1 of the IESI-BFC Disclosure Letter.
4.9.1.2. The IESI-BFC Entities, as applicable, have good and valid leasehold title to all their material leased real property (in this Article IV, the “Leased Real Property”, and collectively with the Owned Real Property, the “Real Property”), and, as of the Closing Date, such leasehold title shall be free and clear of all Liens, except Permitted Liens and restrictions contained in the relevant lease and any restrictions imposed by operating permits relating to such Leased Real Property. A list of the Leased Real Property and the municipal address of each such property is listed in Section 4.9.1.2 of the IESI-BFC Disclosure Letter. A correct and complete copy of each lease relating to a Leased Real Property, and all amendments, modifications, assignment or other changes thereto will have been delivered or made available to WSI within seven (7) Business Days after the date hereof. The IESI-BFC Entities, Permitted Encumbrances;as applicable, have the right to use such Leased Real Property in accordance with the terms of the applicable lease for the conduct of its business as presently conducted in all material respects. All leases relating to the Leased Real Property are in writing, valid, binding and in full force and effect. There has been no material breach of or default under any lease relating to the Leased Real Property by any of the IESI-BFC Entities or, to IESI-BFC’s Knowledge, any other Person which breach or default has not been cured or waived and no event has occurred which, with notice or lapse of time or both, may constitute a material breach or default.
(ii) 4.9.1.3. To IESI-BFC’s Knowledge, the Real Property and its current uses conform in all material respects with all applicable Laws, including those relating to zoning, environmental and health and safety standards.
4.9.1.4. To IESI-BFC’s Knowledge, no part of the Real Property is subject to any building or use restriction that would restrict or prevent the use and operation of the Real Property for the IESI-BFC Business in the operation same manner as prior to the Closing.
4.9.1.5. Any material buildings, plants and other structures or improvements constituting part of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is are being maintained by the IESI-BFC Entities in compliance good working condition and repair in all material respects with all applicable building(ordinary wear and tear excepted) and have no material structural or other defects.
4.9.1.6. To IESI-BFC’s Knowledge, zoningthere is no material proposed or pending assessment or any condemnation, subdivision and other land use expropriation, taking by eminent domain or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord proceedings with respect to any of the Real Property and no party other than a Subsidiary has occupancy all or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one and none of the Subsidiaries will have the right IESI-BFC Entities has received any written or oral notice thereof.
4.9.1.7. There are no outstanding agreements, options, contracts or commitments to possession and use sell, transfer, terminate, surrender, disclaim or otherwise dispose of all or part of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access . IESI-BFC’s Entities have all rights to or from possess, use and occupy the Real Property to any presently existing highways, roads, and rightsas necessary for the conduct of the IESI-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsBFC Business.
Appears in 2 contracts
Samples: Merger Agreement (Waste Services, Inc.), Merger Agreement (IESI-BFC LTD)
Real Property. Section 3.4(a(a) of the Disclosure The real property described on Schedule sets forth a list and legal description of 3.17 constitutes all the real property owned by the Company (the “Real Property”). Other than the Real Property, the Company does not own, lease, sublease, license, occupy or use any real property. The Real Property owned constitutes all the real property necessary to conduct the Company’s business as currently conducted and as currently proposed by each Subsidiarythe Company to be conducted. Neither Seller owns any Real Property that is used or useful for The Company has provided the Business. Sellers have delivered to the Buyers REIT with true and complete and correct copies of all of the following materials leases and subleases (including any exhibits, addendums, amendments or modifications related thereto) relating to such the Real Property (collectively, the “Leases”).
(b) With respect to the Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good all rents and marketable title to other amounts due under the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of Leases have been paid in full on or before the date hereofwhen due and payable, Permitted Encumbrancesand no security deposit has been applied in connection with a breach or default that has not been replaced in full;
(ii) no claim has been asserted against the use and operation of the Real Property Company adverse to its rights in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) there are no Liens encumbering the Real Property other than Permitted Liens;
(iv) all facilities, buildings, improvements and fixtures on the Real Property are in good condition and repair, subject to normal wear and tear, and are suitable for the continued operation of the Company’s business as currently conducted;
(v) to the Knowledge of the Company Stockholder, there are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to the Real Property or other matters affecting adversely the current use or occupancy thereof;
(vi) to the Knowledge of the Company Stockholder, the Real Property (A) is in compliance in all material respects with all applicable building, zoning, subdivision Laws relating to occupancy and other land use or similar Laws, operation thereof and the Selling Group has not received any written notice of violation or claimed there are no violations of such LawsLaw related to the Real Property, (B) has received all material approvals of Governmental Authorities (including Permits) required in connection with the occupancy and operation thereof and (C) has been operated and maintained in all material respects in accordance with applicable Law;
(ivvii) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate facilities located on the Real Property in are supplied with utilities and other services necessary for the manner necessary to conduct the Business operation of such facilities by the Seller Group tenant, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are reasonably adequate in quality and quantity for the operation of the tenant’s business as currently conducted;
(vviii) no member of except as set forth on Schedule 3.17, the Seller Group is Company has not granted a landlord with respect to any of mortgage or security interest in the Real Property and no party other than a Subsidiary has occupancy or use of any portion of and/or the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real PropertyLeases; and
(viiiix) the Company does not owe, and will not owe in connection with the transactions contemplated under this Agreement, any broker’s fees and/or commissions in connection with the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsand/or the Leases.
Appears in 2 contracts
Samples: Merger Agreement (Postal Realty Trust, Inc.), Merger Agreement (Postal Realty Trust, Inc.)
Real Property. Section 3.4(a(i) Schedule 8.2(b)(i) of the Disclosure Schedule Schedules sets forth a correct and complete list and legal description of of: (A) all the Real Property real property owned by each Subsidiary. Neither Seller owns any Target Group Member (the “Owned Real Properties”), (B) all leases of real property by each Target Group Member (the “Real Property Leases” and, together with the Owned Real Properties, being referred to herein individually as a “Real Property” and collectively as the “Real Properties”); (C) the respective legally mandated and actual uses of the Real Properties; and (D) titles, certificates, licenses and permits that is used or useful are held, being applied for and/or unobtainable in respect of the Business. Sellers have delivered Real Properties.
(ii) Each Target Group Member has legal and valid title to the Buyers complete and correct copies of all of the following materials relating to such its Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, Properties free and clear of all and any Encumbrances, except for Permitted Exceptions and, as . With respect to each of the date hereofOwned Real Properties, Permitted Encumbrances;
the relevant Target Group Member has duly obtained all necessary title certificates and state-owned land use right certificates and paid in full all necessary land use right grant fees, and has obtained all building title certificates (iiwhere applicable) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;as required under applicable Laws.
(iii) the Each Real Property Lease to which a Target Group Member is in compliance in a party is legal and valid and has been performed by all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received parties thereto without any written notice of violation or claimed violations of such Laws;default.
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the No Real Property in the manner necessary is subject to conduct the Business any actual or threatened condemnation, penalty, change of zoning, order of demolishment or reconstruction or any similar action by the Seller Group as currently conducted;any Governmental Authority, or circumstances of utilities shortage or interruptions.
(v) no member No Target Group Member has granted any outstanding options, rights of the Seller Group is a landlord with respect first offer, rights of refusal or similar preemptive rights to purchase or lease any of the Real Property and no party Properties, or any portion thereof or interest therein (other than any such rights in favor of a Subsidiary has Target Group Member). There are no Contracts granting to any person the right of use to or occupancy or use of any portion of the Real Property;Properties.
(vi) immediately following The Real Properties include all land, buildings, structures, easements and other rights and interests that are reasonably necessary for use by the Closing, no person other than one Target Group in the operation of its business and operations as conducted as of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsdate hereof.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Hershey Co)
Real Property. Section 3.4(a(a) MCW has valid leasehold interests in each parcel of the Disclosure Schedule sets forth a list and legal description of all the Leased Real Property owned by each Subsidiary. Neither Seller owns any and the Companies have good, marketable and insurable title to, the Owned Real Property that is used or useful Property, except for the BusinessPermitted Exceptions and debt that the Companies will fully pay at the Closing. Sellers have delivered to the Buyers Full and complete and correct copies of all of the following materials relating leases applicable to such the Leased Real Property, including all modifications and amendments thereof, have been furnished to Purchaser and identified in Schedule 1.4(e).
(b) To Sellers' knowledge, except as set forth in Schedule 3.5(b) attached hereto and incorporated herein, the extent in Sellers’ possession or control: title insurance policies Owned Real Property and commitments; deeds; encumbrance Leased Real Property is currently licensed, permitted and easement documents and other documents and agreements affecting title to or authorized for the operation of such Real Property; surveys; as-built construction plans; construction contracts the Car Wash Business conducted on it under all applicable federal, state and warranties; appraisals; structural inspectionlocal statutes, soilslaws, rules, regulations, orders, permits (including, without limitation, zoning restrictions, land use requirements and environmental assessment and similar reportslaws) (collectively, the "Applicable Laws"). Except as set forth on in Section 3.4(aSchedule 3.5(b) of the Disclosure Schedule:
(ior Schedule 3.5(d) each Subsidiary has good and marketable title to the Real Propertyor 3.5(e), free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has Sellers have not received any written notice of the material violation of any Applicable Laws with respect to the Owned Real Property or claimed the Leased Real Property. To Seller's knowledge except as set forth on Schedule 3.5(d) or 3.5(e), no claims have been threatened by any governmental agency regarding any existing, pending or threatened investigation, inquiry, enforcement action or litigation related to alleged violations of such Laws;under any applicable environmental laws, or regarding any claims for remedial obligations, response costs or contribution under any applicable environmental laws, or regarding any claims for remedial obligations, response costs or contribution under any applicable environmental laws.
(ivc) The Sellers shall make available upon Purchaser's reasonable request all engineering, geologic and other similar reports, documentation and maps relating to the applicable Subsidiary of the Seller Group has obtained all material Permits required to use Owned Real Property and operate the Leased Real Property in the manner necessary possession or control of the Sellers their consultants or employed professional firms.
(d) Except as set forth in Schedule 3.5(d) attached hereto and incorporated herein by reference, neither Sellers nor the Owned Real Property or Leased Real Property is currently involved in any litigation or administrative proceeding seeking to conduct impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws relating to the Business environment.
(e) To Seller's knowledge, no polluting, toxic or hazardous substances were improperly used, generated, treated, stored, or disposed of at the Locations by Sellers. Except as listed in Schedule 3.5(e) no notification of release of a "hazardous substance", "hazardous waste", pollutant or contaminant regulated under the Clean Air Act, 42 U.S.C. 7401 et seq.; the Clean Water Act, 33 U.S.C. 1251 et seq., and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. 1401 et seq., the National Environmental Policy Act, 42 U.S.C. 4321 et seq.; the Noise Control Act, 42 U.S.C. 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. 651 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., as amended by the Seller Group Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. 300f et seq.; the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq., as currently conducted;
(v) no member of amended by the Seller Group is a landlord Superfund Amendments and Reauthorization Act, and the Emergency Planning, and Community Right-to-Know Act; the Toxic Substance Control Act, 15 U.S.C. 2601 et seq.; and the Atomic Energy Act, 42 U.S.C. 2011 et seq.; all as may be amended, with respect to implementing regulations and guidelines, or any of state or local environmental law, regulation or ordinance, has been received by the Sellers. Except as listed in Schedule 3.5(e), the Owned Real Property and Leased Real Property is not listed or formally proposed for listing on the National Priority List promulgated pursuant to CERCLA or on any state list of hazardous substance sites requiring investigation or clean-up.
(f) To Sellers' knowledge, there are no party other than a Subsidiary has occupancy levied special assessments affecting all or use of any portion part of the Owned Real Property;Property owed to any governmental entity.
(vig) immediately following the ClosingThere are no proceedings or amendments pending, no person other than one of the Subsidiaries will have the right or to possession and use of the Real Property;
(vii) no member of the Seller Group has Sellers' knowledge threatened by any knowledge of any fact or condition third party, which would result in a change in the termination allowable uses of the current access to or from the Owned Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Leased Real Property; and
(viii, except as set forth in Schedule 3.5(g) the Real Property is assessed attached hereto and incorporated herein by local property assessors as a tax parcel or parcels separate from all other tax parcelsreference.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mace Security International Inc), Asset Purchase Agreement (Mace Security International Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(aSchedule 2.10(a) the Company does not currently possess, nor has ever possessed, an ownership or leasehold interest in, or otherwise occupied, any real property. The Company is not a party to any agreement or option to purchase any real property or any interest therein.
(b) Schedule 2.10(b) describes all of the Disclosure Schedule:real property that is currently used in the conduct of any Company’s businesses (the “Leased Real Property”). The Company has a valid and existing leasehold interest in the Leased Real Property pursuant to a written lease, a true and complete copy of which has been previously delivered to Buyer.
(ic) each Subsidiary Except as set forth on Schedule 2.10(c) the Company is the sole occupant and user of the Leased Real Property. The Company has good and marketable title not leased, sub-leased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof, except as described on Schedule 2.10(c). The Company has not collaterally assigned or granted any Encumbrance in the underlying lease for the Leased Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;described on Schedule 2.10(c).
(iid) All buildings, structures, fixtures, building systems, and components thereof on or serving the use Leased Real Property (the “Improvements”) are in good operating condition and repair and sufficient for the operation of the Real Property Company’s businesses. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, prevent the use or the occupancy of the Improvements or in the operation of the Business does Company’s business.
(e) The current use and occupancy of the Leased Real Property do not violate any Applicable Laws. Neither the Company nor any Seller has received written notice of any violation of any Applicable Laws with respect to its occupancy of the Leased Real Property.
(f) There is no condemnation, expropriation or other proceeding in any material respect any instrument of record eminent domain, pending, or agreement to Sellers’ Knowledge, threatened, affecting the Leased Real Property;Property or any portion thereof or interest therein.
(iiig) All certificates of occupancy, permits, licenses, franchises, approvals and authorizations of all Governmental Authorities or any other Person having jurisdiction over the Leased Real Property which are required for the Company’s use or occupancy of the Leased Real Properties have been issued and are in full force and effect. Neither the Company nor any Seller has received written notice from any Governmental Authority or any other Person having jurisdiction over the Leased Real Property threatening a suspension, revocation, modification or cancellation of any such certificate, permit, license, franchise, approval or authorization.
(h) The lease pursuant to which the Company occupies the Leased Real Property is legal, valid, binding, enforceable and in compliance full force and effect in all material respects accordance with all applicable building, zoning, subdivision and other land use its terms. No party is in breach or similar Lawsdefault, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration, under such lease. Such lease will be terminated upon the Selling Group has not received any written notice of violation or claimed violations of Closing and, upon such Laws;
(iv) termination, the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries Company will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact further liability or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsobligation thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Hardinge Inc)
Real Property. The Seller owns no real property. Section 3.4(a2(i) of the Disclosure Schedule sets forth a list lists and legal description describes briefly all real property leased or subleased to the Seller. Section 2(i) of all the Real Property owned by each SubsidiaryDisclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) below. Neither The Seller owns any Real Property that is used or useful for the Business. Sellers have has delivered to the Buyers Buyer correct and complete and correct copies of all the leases and subleases listed in of the following materials relating Disclosure Schedule (as amended to such Real Property, date). With respect to the extent in Sellers’ possession or control: title insurance policies each lease and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on sublease listed in Section 3.4(a2(i) of the Disclosure Schedule:
(i) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(ii) no party to the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iii) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(iv) with respect to each Subsidiary sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease;
(v) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(vi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(viii) to the Seller's Knowledge, the owner of the facility leased or subleased has good and marketable title to the Real Propertyparcel of real property, free and clear of any EncumbrancesSecurity Interest, easement, covenant, or other restriction, except for Permitted Exceptions andrecorded easements, as covenants, and other restrictions impair the current use, occupancy, or value, or the marketability of title, of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelssubject thereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in To Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure ScheduleKnowledge:
(i) each Subsidiary has Schedule 3.11 lists all real property owned (beneficially or of record) by the Company (the “Scheduled Owned Real Property”). The Companies have good and marketable title to the Scheduled Owned Real Property. The Scheduled Owned Real Property is not encumbered by Liens other than Permitted Liens.
(ii) Schedule 3.11 lists all surface leases (and the lands covered thereby) pursuant to which each Company leases minerals or real property for use in connection with the Companies (all such listed leases collectively, the “Scheduled Leases”, together with the Scheduled Owned Real Property, the “Real Property”). A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished to Buyer. The Person identified on Schedule 3.11 as the lessee or sublessee under any particular Scheduled Lease owns the leasehold interest created pursuant to such lease free and clear of any Encumbrances, all Liens except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;Liens.
(iii) (A) other than the Companies, there are no parties in possession of any portion of any Real Property is in compliance in all material respects with all applicable buildingas lessees, zoningsubtenants, subdivision and other land use tenants at sufferance or similar Lawstrespassers, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(ivB) the applicable Subsidiary of the Seller Group has obtained all material Permits required Companies have full right and authority to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member all of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of improvements located on the Real Property;
, subject to applicable Laws and Permitted Liens and (viC) immediately following the Closingthere is no pending or threatened condemnation, no person other than one eminent domain or similar proceeding or special assessment affecting any of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viiiiv) All utilities (including water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the Real Property is assessed by local property assessors in sufficient quantities and quality to adequately serve the Real Property in connection with the operation of the Companies conducted therefrom as a tax parcel such operations are currently conducted thereon.
(b) The Sellers have furnished Buyer with true and complete copies of all deeds, leases, title opinions, title insurance policies and surveys that, to Sellers’ Knowledge, are in Sellers’ possession that relate to the Real Property, together with copies of all reports of any engineers, environmental consultants or parcels separate from all other tax parcelsconsultants in Sellers’ possession relating to any of the Real Property.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Natural Resource Partners Lp)
Real Property. Section 3.4(a(a) Schedule 3.20(a) lists all real property owned by the Company or any of the Disclosure its Subsidiaries (collectively, “Owned Real Property”).
(b) Schedule sets forth a list 3.20(b) lists all Leased Real Property. True, correct and legal description complete copies of all leases, subleases or similar agreements entered into in connection with the Leased Real Property (collectively, “Real Property Leases”) and amendments thereto, if any, have been previously made available to Acquiror.
(c) With respect to each of the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real PropertyLeases, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good the Company and marketable title to the its Subsidiaries have legal, valid, binding and enforceable leasehold estates in, and enjoy peaceful and undisturbed possession of, all Leased Real PropertyProperty leased by them, as applicable, free and clear of any Encumbrances, all Liens except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
Liens; (ii) the use and operation assignment of the such Real Property in the operation of the Business Lease to Acquiror pursuant to this Agreement does not violate require the consent of any other party to such Real Property Lease, will not result in any material respect any instrument a breach of record or agreement affecting default under such Real Property Lease, or otherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Real Property;
Closing; (iii) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and to the Company’s knowledge, there are no disputes with respect to such Real Property Lease; (iv) neither the Company or Subsidiary nor any other party to the Real Property Lease is in compliance material breach or default under such 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 Real Property Lease; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full, and if each Real Property Lease were to expire on the date hereof by the terms of such Real Property Lease through no fault of the Company Group, the applicable member of the Company Group would be entitled to receive the full amount of any security deposit paid to the landlord in connection with each Real Property Lease; (vi) neither the Company nor Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease; (vii) the other party to such Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary; (viii) 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; and (ix) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. To the knowledge of the Company, there are no pending appropriation, condemnation, eminent domain or like proceedings relating to any Leased Real Property, and neither the Company nor any of its Subsidiaries has received any written threat of such proceedings. None of the Leased Real Property has suffered any material damage by fire or other casualty which has not heretofore been repaired and restored in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and respects. Neither the Selling Group Company nor any of its Subsidiaries has not received any written notice of any material violation of any building, zoning or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord subdivision laws with respect to any of the Leased Real Property.
(d) The Owned Real Property and no party other than a Subsidiary has occupancy or use of any portion the Leased Real Property comprise all of the Real Property;
(vi) immediately following real property owned, leased or occupied by the Closing, no person other than one of the Subsidiaries will have the right to possession Company and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsits Subsidiaries.
Appears in 2 contracts
Samples: Confidentiality Agreement (Celestica Inc), Exhibit (Celestica Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 4.15(a) sets forth a complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by any Target Company (collectively, the “Company Owned Properties”), (ii) all real property and interests in real property leased by any Target Company (collectively, the “Company Leased Properties” and, together with the Company Owned Properties, the “Company Real Properties”) as lessee or lessor, together with a list of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), and including the name of the lessor or lessee, the date of the lease, and a description the current annual rent and term under each Subsidiary has Company Real Property Lease. The Target Companies have good and marketable fee title to the Real Propertyall Company Owned Properties, free and clear of all Liens of any Encumbrancesnature whatsoever, except for Permitted Exceptions andLiens. The Company Real Properties constitute all interests in real property currently used, as occupied or currently held for use in connection with the business of the date hereofTarget Companies and which are necessary for the continued operation of the business of the Target Companies as the business is currently conducted. All of the Company Real Properties and buildings, Permitted Encumbrances;
fixtures and improvements thereon (i) are in good operating condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses. None of the improvements located on the Company Real Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to OAC true, correct and complete copies of (i) all deeds, title reports and surveys for the Company Owned Properties and (ii) the Company Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Real Properties are not subject to any leases, subleases, licenses, occupancy, rights of first refusal, options to purchase or rights of occupancy, except the Company Real Property Leases set forth on Schedule 4.15(a).
(b) Each Target Company has a valid, binding and enforceable leasehold interest under each of the Company Leased Properties under which it is a lessee, free and clear of all Liens other than Permitted Liens. Each of the Company Real Property Leases is in full force and effect. No Target Company is in default under any Company Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. No Target Company has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by a Target Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in default thereof. No party to any Company Real Property Lease has exercised any termination rights with respect thereto.
(c) The Target Companies have all certificates of occupancy and Permits of any Governmental Authority necessary or useful for the current use and operation of each Company Real Property, and the Real Property Target Companies have fully complied with all material conditions of the Permits applicable to them. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the operation due observance of any such Permit.
(d) With respect to the Company Real Properties: (i) there are no pending or, to the Knowledge of the Business does not violate in Company, threatened condemnation or eminent domain proceedings or Actions relating to any material respect any instrument of record or agreement affecting the Company Real Property;
, and no Target Company has received any notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof; (ii) there are no pending or, to the Knowledge of the Company, threatened Actions relating to boundary lines, ingress and egress, adverse possession or similar issues; (iii) the existing buildings and improvements located on the Company Real Properties are located entirely within the boundary lines of such Company Real Property is in compliance in all material respects with all or on permanent easements on adjoining land benefiting such Company Real Property and may lawfully be used under applicable building, zoning, subdivision zoning and other land use or similar Laws, laws for the purposes for which they are presently being used; and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary Company Real Properties are in compliance with the terms and provisions of the Seller Group any restrictive covenants, easements, or agreements affecting such Company Real Property. No Target Company has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is received any notice from any insurance company that has issued a landlord policy with respect to any of the Company Real Property and no party other than a Subsidiary has occupancy or use requiring performance of any portion of the structural or other repairs or alterations to such Company Real Property;.
(vie) immediately following the ClosingExcept as set forth in Schedule 4.15(e), no person Target Company owns, holds, is obligated under or is a party to, any option, right of first refusal or other than one of the Subsidiaries will have the contractual right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge purchase, acquire, sell, assign or dispose of any fact real estate or condition which would result in the termination of the current access to any portion thereof or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsinterest therein.
Appears in 2 contracts
Samples: Merger Agreement (Aina Le'a Inc.), Merger Agreement (Origo Acquisition Corp)
Real Property. (a) Section 3.4(a4.07(a) of the Disclosure Schedule sets forth a true, correct and complete list and legal description of all the Real Property real property owned by each Subsidiarythe Company (the “Owned Real Property”). Neither Seller owns any The Company has good and marketable title to all of the Owned Real Property that Property. There is used or useful for the Business. Sellers have delivered no pending or, to the Buyers Knowledge of Seller, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the Owned Real Property, now or in the future, including a pending or threatened taking of any of such real property by eminent domain. True and complete and correct copies of all deeds or other documentation evidencing ownership of the following materials relating Owned Real Property have been provided to such Real PropertyBuyer, to and complete copies of the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance surveys for each property, together with any mortgages, deeds of trust and easement documents and other documents and security agreements affecting title to which such property is subject, have been furnished or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in made available to Buyer.
(b) Section 3.4(a4.07(b) of the Disclosure ScheduleSchedule sets forth the addresses of the Leased Real Property. Seller has made available to Buyer a copy of each of the lease agreements for the Leased Real Property. With respect to the Leased Real Property:
(i) each Subsidiary has good lease agreement for the Leased Real Property (each a “Lease Agreement”) is a valid and marketable title binding obligation of the Company and, to the Real PropertyKnowledge of Seller, free is a valid and clear binding obligation of any Encumbranceseach of the other parties thereto, except for Permitted Exceptions andas such enforcement may be limited by bankruptcy, as insolvency, reorganization, moratorium or other similar Laws affecting enforcement of the date hereof, Permitted Encumbrancescreditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity);
(ii) the use Company has performed all material obligations required to be performed by it under each Lease Agreement and operation is not (with or without the lapse of time or the Real Property giving of notice, or both) in the operation of the Business does not violate in any material respect any instrument of record breach or agreement affecting the Real Propertydefault thereunder;
(iii) to the Real Property is in compliance in Knowledge of Seller, each other party to each Lease Agreement has performed all material respects obligations required to be performed by such party thereunder and is not (with all applicable buildingor without the lapse of time or the giving of notice, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation both) in material breach or claimed violations of such Lawsdefault thereunder;
(iv) the applicable Subsidiary of Company has not subleased, assigned or otherwise granted to any Person the Seller Group has obtained all material Permits required right to use and operate or occupy the Leased Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;or any portion thereof; and
(v) no member of the Seller Group is Company has not pledged, mortgaged or otherwise granted a landlord with respect to any of Lien on the leasehold interest in the Leased Real Property and no party Property, other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsPermitted Exceptions.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Primis Financial Corp.), Stock Purchase Agreement (Primis Financial Corp.)
Real Property. Section 3.4(a(a) Set forth on SCHEDULE 3.18 is a list, by street address and (in the case of owned real property) deed reference, of all real property owned or leased by the Borrower or any Subsidiary (for purposes of this Section, the "REAL PROPERTY"), a summary description of the Disclosure Schedule sets forth a list principal facilities and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered structures (if any) located thereon, and, with respect to the Buyers complete and correct copies of all of the following materials relating to such leased Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) a summary description of the Disclosure Schedule:
applicable leases and the material terms thereof. There are no persons (iother than the Borrower or a Subsidiary) each Subsidiary has good and marketable title to the Real Property, free and clear in possession of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation portion of the Real Property in the operation of the Business as lessees, tenants at sufferance, or trespassers, nor does not violate in any material respect any instrument of record or agreement affecting the Real Property;
person (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than the Borrower or a Subsidiary has Subsidiary) have a lease, tenancy, or other right of occupancy or use of any portion of the Real Property;
(vi) immediately following . The Real Property has full and free access to and from public highways, streets, and roads, and the Closing, Borrower has no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any pending or threatened Proceeding or any other fact or condition which would limit or result in the termination of such access. To the current access to best knowledge of the Borrower, there exists no Proceeding or from court order, or building code provision, deed restriction, or restrictive covenant (recorded or otherwise), or other private or public limitation, which might in any way impede or adversely affect the continued use of the Real Property to any presently existing highwaysby the Borrower and the Subsidiaries in the manner it is currently used.
(b) To the best knowledge of the Borrower, roadsall buildings, improvements, and rights-of-way fixtures situated on or adjoining the Real Property; and
(viii) Property conform in all material respects to all Applicable Laws. All the Real Property is assessed zoned for the various purposes for which such Real Property is being used, and there exists no pending or, to the best knowledge of the Borrower, threatened Proceeding which might adversely affect the validity of such zoning.
(c) The Real Property is connected to and serviced by local property assessors as water, sewage disposal, gas, telephone, and electric facilities which are adequate for the current use of the Real Property and, to the best knowledge of the Borrower, are in compliance with all Applicable Laws. To the best knowledge of the Borrower, all public utilities required for the operation of the Real Property enter the Real Property through adjoining public streets or, if they pass through adjoining private land, do so in accordance with valid public easements, and all utility lines and mains located on the Real Property have been properly dedicated to, and are serviced and maintained by, the appropriate public or quasi-public entity.
(d) The buildings, improvements, and fixtures situated on the Real Property are in good condition and repair (excepting ordinary wear and tear and minor maintenance and repair problems which would normally be associated with such assets when used in connection with the operation of the Borrower's and the Subsidiaries' businesses), free of any patent structural defects of a tax parcel material nature.
(e) Neither the whole nor any part of the Real Property is subject to any pending Proceeding for condemnation or parcels separate other taking by any Governmental Entity, and, to the best knowledge of the Borrower, no such condemnation or other taking is contemplated or threatened.
(f) There are no unpaid charges, debts, liabilities, claims, or obligations incurred by or against the Borrower arising from the construction, occupancy, ownership, use, or operation of the Real Property, or the buildings, improvements, or fixtures situated thereon, or the business operated thereon, which could give rise to any mechanic's or materialmen's or other statutory lien against the Real Property, or the buildings, improvements, or fixtures situated thereon, or any part thereof, or for which the Borrower or any Subsidiary will be responsible.
(g) Except for the Borrower's facility at 0000 xxx 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx xx Xxxx Xxxxx, Xxxxx, the Real Property is not within any area determined by the Department of Housing and Urban Development to be flood prone under the Federal Flood Disaster Protection Act of 1973.
(h) The Borrower has made available to the Administrative Agent accurate and complete copies of all title insurance policies, title reports, other tax parcelstitle documents, surveys, certificates of occupancy, and Permits in the possession of the Borrower relating to the Real Property or the buildings, improvements, or fixtures situated thereon.
Appears in 1 contract
Real Property. (a) Seller does not own any real property.
(b) Section 3.4(a4.11(b) of the Disclosure Schedule sets forth Schedules lists all real property leased by Seller and used in or necessary for the conduct of the Business as currently conducted (collectively, the “Leased Real Property”), and a true and complete list and legal description of all the leases, subleases, colocation agreements, licenses and other agreements, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any such Leased Real Property owned by each Subsidiary(collectively, the “Leases”). Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all Each of the following materials relating to such Real PropertyLeases is valid, binding and in full force and effect, and is enforceable against Seller and, to the extent Knowledge of Seller, each other party thereto, in Sellersaccordance with its terms, except in each case where enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ possession rights generally or control: title insurance policies general principles of equity. Seller is not in breach or default under any such Lease, and commitments; deeds; encumbrance no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default. Seller has paid all rent due and easement documents and other documents and agreements affecting title to or for operation of payable under each such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsLease. Except as set forth on in Section 3.4(a4.11(b) of the Disclosure Schedule:Schedules, Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy all or any portion of any Leased Real Property.
(ic) each Subsidiary has good The present use of the Leased Real Property complies with the applicable Lease and marketable title with all applicable zoning and building codes, ordinances and all fire, environmental, occupational safety and health and similar standards established by Law, and the same use thereof by Buyer following Closing, in the same manner as conducted by Seller prior to the Real PropertyClosing, free and clear will not result in any violation of any Encumbrancessuch Lease, except for Permitted Exceptions andcode, as of the date hereofordinance, Permitted Encumbrances;
(ii) the regulation or standard. The present use and operation of the Leased Real Property in the operation of the Business does not violate constitute a non-conforming use and is not subject to a variance. To the Knowledge of Seller, there is no proposed, pending or threatened change in any material respect any instrument of record such code, ordinance, regulation or agreement affecting standard which would materially adversely affect the Real Property;Business.
(iiid) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision At and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following after the Closing, no person other than one of the Subsidiaries will Buyer shall have the right to possession maintain or use the Leased Real Property, including the space, facilities or appurtenances outside the building set-back lines, whether on, over or under the ground, and to conduct such activities thereon as maintained, used or conducted by Seller on the Effective Date. To the Knowledge of Seller, no proceeding is pending or threatened which would adversely affect the zoning classification of the Leased Real Property.
(e) The Leased Real Property and associated common areas are served by water, electric, telephone and other utilities, which utilities are available under the applicable Leases and adequately meet all needs and requirements for the present use of the Leased Real Property;Property and improvements for their current and intended uses.
(viif) There is no member of unpaid Property Tax, levy or assessment against the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Leased Real Property (except for liens relating to Taxes not yet due and payable), nor is there pending or, to the Knowledge of Seller, threatened any presently existing highways, roads, and rights-of-way on or adjoining condemnation proceeding against the Real Property; and
(viii) the Leased Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsany portion thereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digerati Technologies, Inc.)
Real Property. Section 3.4(a(i) All Real Property ("Real Property") that is owned by Terremark or any Terremark Subsidiary is reflected as an asset on the Balance Sheet of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each SubsidiaryTerremark Financial Statements. Neither Seller owns There are no proceedings, claims, disputes or conditions affecting any Real Property that will curtail or interfere with the use of such property. Neither the whole nor any portion of the Real Property nor any other assets of Terremark or any Terremark Subsidiary is used subject to any governmental decree or useful for the Business. Sellers have delivered order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the Buyers complete and correct copies knowledge of all Terremark has any such condemnation, expropriation or taking been proposed.
(ii) Neither Terremark nor any Terremark Subsidiary has received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the following materials relating Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation be done on any part of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does which repair or work has not violate in any material respect any instrument of record or agreement affecting the Real Property;been completed.
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision Each of Terremark and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable each Terremark Subsidiary of the Seller Group has obtained all material Permits appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of in which the Real Property is currently being used and operated, except where the failure to obtain the same would not have a Material Adverse Effect. Each of Terremark and each Terremark Subsidiary has all approvals, permits and licenses, and no party other than such approvals, permits or licenses will be required, as a Subsidiary has occupancy or use of any portion result of the Real Property;
(vi) immediately Merger, to be issued after the date hereof in order to permit the Company, following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact continue to own or condition which would result in the termination of the current access to or from operate the Real Property in the same manner as heretofore, other than any such approvals, permits or licenses that are ministerial in nature and are normally issued in due course upon application therefore without the further action by the applicant or when the failure to any presently existing highways, roads, and rights-of-way on or adjoining obtain the Real Property; and
(viii) the Real Property is assessed by local property assessors as same would not have a tax parcel or parcels separate from all other tax parcelsMaterial Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Amtec Inc)
Real Property. (a) Section 3.4(a4.12(a) of the Disclosure Schedule sets forth a list the address and legal description owner of all the each parcel of Owned Real Property owned by each SubsidiaryProperty. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered With respect to the Buyers complete and correct copies of all of the following materials relating to such Owned Real Property, the applicable Company has good and marketable fee simple title, free and clear of all Liens, other than Permitted Liens. Neither Company has leased or otherwise granted to any Person the extent in Sellers’ possession right to use or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to occupy such Owned Real Property or for operation any portion of such the Owned Real Property; surveys; as-built construction plans; construction contracts , and warranties; appraisals; structural inspectionthere are no outstanding options, soils, environmental assessment and similar reports. Except as set forth on rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion of the Owned Real Property or interest in the Owned Real Property.
(b) Neither Company has any Leased Real Property.
(c) The Real Property identified in Section 3.4(a4.12(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation comprises all of the Real Property currently used or intended to be used in, or otherwise related to, the business of the Companies; and neither Company is a party to any agreement or option to purchase any real property or interest in any real property. 25041432.12
(d) All buildings, structures, fixtures, building systems and equipment, and all components included in the Real Property (the “Improvements”) are in a condition sufficient for the operation of the Companies’ business as currently conducted. To the Knowledge of the Sellers, there are no facts or conditions affecting any of the Improvements that would, individually or in the aggregate, interfere with the use or occupancy of the Improvements or any portion of the Improvements in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;Companies’ business as currently conducted on such property.
(iiie) the The Real Property is in material compliance in all material respects with all applicable building, zoning, subdivision subdivision, health and safety and other land use or similar Lawslaws, and insurance requirements affecting the Selling Group Real Property (collectively, the “Real Property Laws”). Neither Company has not received any written notice of violation of any Real Property Law and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or claimed violations the taking of any action for such Laws;violation.
(ivf) Each parcel of Real Property has direct vehicular and pedestrian access to a public street adjoining the applicable Subsidiary Real Property, or has vehicular and pedestrian access to a public street via an insurable, permanent, irrevocable and appurtenant easement benefitting such parcel of Real Property, and such access is not dependent on any land or other real property interest that is not included in the Real Property. None of the Seller Group has obtained all material Permits required to Improvements or any portion of the Improvements is dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Real Property.
(g) All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and operate waste water systems and other utility services or systems for the Real Property in have been installed and are operational and sufficient for the manner necessary to conduct the Business by the Seller Group operation of each Company’s business as currently conducted;. To the Knowledge of the Sellers, each such utility service enters the Real Property from an adjoining public street or valid private easement in favor of the supplier of such utility service or appurtenant to such Real Property, and is not dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Real Property.
(vh) no member All material certificates of occupancy, Permits, and Governmental Authorizations (collectively, the “Real Property Permits”) of all Governmental Authorities, boards of fire underwriters, associations or any other entity having jurisdiction over the Real Property that are required or appropriate to use or occupy the Real Property or operate each Company’s business as currently conducted, have been issued and are in full force and effect. Section 4.12(h) of the Seller Group is a landlord Disclosure Schedule lists all material Real Property Permits held by each Company with respect to each parcel of Real Property and the Companies have delivered to the Buyer a true and complete copy of all Real Property Permits. Neither Company has received any written notice from any Governmental Authority or other entity having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Real Property Permits and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or the taking of any such action. The validity of the Real Estate Permits shall not be adversely impacted because of the transactions contemplated by this Agreement.
(i) The classification of each parcel of Real Property under applicable Real Property Laws permits the use and occupancy of such parcel and the operation of each Company’s 25041432.12 business as currently conducted, and permits the Improvements located on such property as currently constructed, used and occupied. Each Company’s use or occupancy of the Real Property or any portion of the Real Property or the operation of each Company’s business as currently conducted is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption, or approval from any Governmental Authority.
(j) None of the Improvements encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set back lines, and there are no party other than a Subsidiary has occupancy encroachments onto the Real Property, or use of any portion of the Real Property;, that would materially interfere with the use or occupancy of such Real Property or the continued operation of each Company’s business as currently conducted on such property.
(vik) immediately following There is no condemnation, expropriation or other Proceeding in eminent domain, pending or, to the ClosingKnowledge of Sellers, threatened, affecting any parcel of Real Property or any portion of or interest in the Real Property. There is no person other than one injunction, decree, Order, writ or judgment outstanding, or any claim, Litigation, administrative action or similar Proceeding, pending or, to the Knowledge of Sellers, threatened, that would interfere with the ownership, lease, use or occupancy of the Subsidiaries will have the right to possession and use Real Property or any portion of the Real Property;, or the operation of each Company’s business as currently conducted on such property.
(viil) no member The current use and occupancy of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property and the operation of each Company’s business as currently conducted do not violate any easement, covenant, condition, restriction, or similar provision in any instrument of record or other unrecorded agreement affecting such Real Property (the “Encumbrance Documents”). Neither Company has received any written notice of violation of any Encumbrance Documents, and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or the taking of any action for such violation.
(m) Each parcel of Real Property is a separate lot for real estate tax and assessment purposes, and no other real property is included in such tax parcel. There are no Taxes, assessments, fees, charges or similar costs or expenses imposed by any Governmental Authority, association or other entity having jurisdiction over the Real Property (collectively, the “Real Estate Impositions”) with respect to any presently existing highways, roads, and rights-of-way on Real Property or adjoining portion of the Real Property; andProperty that are delinquent. To the Knowledge of the Sellers, there is no pending or threatened increase or special assessment or reassessment of any Real Estate Impositions for such parcel.
(viiin) None of the Real Property or any portion of the Real Property is assessed located in a flood hazard area (as defined by local the Federal Emergency Management Agency).
(o) There is no amount due and payable to any architect, contractor, subcontractor, materialman, or other person or entity for work or labor performed for, or materials or supplies provided to, or in connection with, any Real Property or portion of the Real Property which is delinquent. There is no work or labor being performed for, or materials or supplies being provided to, or in connection with, any Real Property or portion of the Real Property, other than routine maintenance and repair work which costs and expenses are paid in the Ordinary Course of Business. 25041432.12
(p) Each Real Property has access to water resources necessary in the operation of each Company’s business as currently conducted, and such access to and use of such water resources is not dependent on the ownership or lease of any other real property, easements, or real property assessors as a tax parcel interests, contractual rights, shares, certificates, permits, or parcels separate other rights, interests, or privileges of any kind which are not held by each Company.
(q) There are no pending property insurance claims with respect to any Real Property or any portion of the Real Property. Neither Company has received any written notice from all any insurance company or any board of fire underwriters (or any entity exercising similar functions) with respect to any Real Property or any portion of the Real Property: (i) requesting either Company to perform any repairs, alterations, improvements, or other tax parcelswork for such Real Property which either Company has not completed in full; or (ii) notifying either Company of any defects or inadequacies in such Real Property which would materially adversely affect the insurability of the Real Property or the premiums for the insurance for the Real Property.
Appears in 1 contract
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns does not own any Real Property that is used or useful for real property in connection with the Business. Sellers have delivered .
(b) With respect to the Buyers complete and correct copies of all of lease underlying the following materials relating to such Real Property, to Leased Property (the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
“Lease”): (i) each Subsidiary Seller has good delivered or made available to Buyer a true and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as complete copy of the date hereofLease (including all amendments, Permitted Encumbrances;
modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, subordination, non-disturbance, and attornment agreements, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates); (ii) the use Seller’s possession and operation quiet enjoyment of the Real Property in real property under the operation of the Business does Lease is not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in currently being disturbed and Seller has all material respects with all applicable building, zoning, subdivision easements and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner rights necessary to conduct the Business by in a manner consistent with past practices; (iii) to Seller’s Knowledge, there are no disputes with respect to or defaults under the Seller Group as currently conducted;
Lease; (iv) to Seller’s Knowledge, the buildings, plants, improvements and structures, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors of the real property under the Lease, are in good operating condition and repair, subject only to ordinary wear and tear; (v) no member of the Seller Group is a landlord with respect has not subleased, licensed or otherwise granted to any of person the Real right to use or occupy the Leased Property and no party or any portion thereof (other than a Subsidiary has occupancy or use of any portion of as contemplated by the Real Property;
Sublease); and (vi) Seller has not collaterally assigned or granted any other security interest in such Lease or any interest therein.
(c) To Seller’s Knowledge, (i) all the Leased Property is occupied under a valid and current certificate of occupancy or similar permit, (ii) the transactions contemplated by this Agreement and the Transaction Documents will not require the issuance of any new or amended certificate of occupancy, and (iii) subject to the receipt of any necessary landlord consents to the actions contemplated by this Agreement, there are no facts that would prevent the Leased Property from being occupied by Buyer after the Closing substantially in the same manner as occupied by Seller immediately following prior to the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Samples: Asset Purchase Agreement (OncBioMune Pharmaceuticals, Inc)
Real Property. Section 3.4(a(a) With respect to the Rail Facility Property, (i) TRT LeaseCo is the sole titleholder of the Disclosure Schedule sets forth a list record and legal description owns good and marketable fee simple title thereto, free and clear of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful Liens, except for the Business. Sellers have delivered to the Buyers complete Permitted Liens and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a3.11(a) of the Disclosure Schedule:
; (iii) each Subsidiary has good except for the Rail Facility Lease, neither the Company nor any of its Subsidiaries have leased, licensed or otherwise granted (whether verbally or in writing) to any Person the right to use or occupy the Rail Facility Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase the Rail Facility Property or any portion thereof or interest therein, other than the right of first offer and marketable title to right of first refusal benefitting Tenant contained in Sections 44 and 45, respectively, of the Real Property, free and clear of any Encumbrances, Rail Facility Lease; (iv) except for Permitted Exceptions Liens, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, leased, deeded in trust or encumbered any interest in the Rail Facility Property; (v) there are no currently active disputes with respect to ownership, use or boundaries of the Rail Facility Property; (vi) neither the Rail Facility Property nor, to the Knowledge of Seller, the use or occupancy thereof by any current user or occupant violates in any way any applicable Law, Order, Permit, or covenant, condition or restriction or other matter impacting such property, whether of record or not (collectively “Requirements”); (vii) there are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, suits or administrative actions relating to any such property or other matters affecting adversely the use, occupancy or value thereof; (viii) the ownership and leasing of the Rail Facility Property by the Company and its Subsidiaries in the manner in which it is now owned and leased comply with all applicable Requirements and, as to the Knowledge of the date hereofSeller, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Rail Facility Property in the manner necessary in which it is now operated complies with all applicable Requirements; and (ix) neither the Company, nor any of its Subsidiaries nor Seller has received any notice of any special Tax that affects the Rail Facility Property and, to conduct the Business Knowledge of Seller, no such special Taxes are pending or contemplated.
(b) Other than as set forth in the Rail Facility Lease, the Mortgage Loan Documents and the Title Insurance Policy, there are no outstanding contracts, commitments, or agreements (whether written or oral) that impose or could reasonably be expected to impose any obligation, liability or condition on the Company or any of its Subsidiaries to grant any rights in, to make any payments, contributions or dedications of money or land with respect to, or to construct, install or maintain or to contribute to the construction, installation or maintenance of any improvements of a public or private nature, whether on or off the Rail Facility Property.
(c) The Rail Facility Property comprises all of the real property owned by the Seller Group as currently conducted;Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any Lease other than the Rail Facility Lease, and neither the Company nor any of its Subsidiaries holds any right or option to purchase or lease any real property or interest therein.
(vd) no member The sale of the Seller Group Purchased Securities contemplated in this Agreement is a landlord with respect not subject to any the right of first offer contained in Section 44 of the Real Property Rail Facility Lease or to the right of first refusal contained in Section 45 of the Rail Facility Lease, and no party other than a Subsidiary has occupancy or use of any portion notice to Tenant of the Real Property;transactions contemplated in this Agreement is required under the Rail Facility Lease.
(vie) immediately following the Closing, no person other than one Seller has delivered to Buyer true and complete copies of the Subsidiaries will Title Insurance Policy and the latest ALTA Land Title Survey for the Rail Facility Property obtained by Seller (the “Survey”). No alterations or improvements have been made to the right to possession and use Rail Facility Property since the date of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition Survey which would result render the Survey inaccurate in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsmaterial respect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)
Real Property. Section 3.4(aExcept as otherwise provided in the Post-Closing Agreement, the Collateral Agent and the Lenders shall have received:
(1) a Mortgage encumbering each Material Property in favor of the Disclosure Schedule sets Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any leasehold interest in such Material Property, and otherwise in form for recording or filing in the recording or filing office of each applicable governmental subdivision where each such Material Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Legal Requirements, and such financing statements (including fixture filings and transmitting utility filings, as applicable) and any other instruments necessary to grant a mortgage Lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent;
(2) with respect to each Material Property, such consents, approvals, amendments, supplements, estoppels, memoranda of leases or other instruments as are necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Material Property to grant the Lien contemplated by the Mortgage with respect to such Material Property;
(3) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Material Property and fixtures described therein in the amount equal to not less than 100% of the Fair Market Value of such Material Property and fixtures or other value reasonably acceptable to the Collateral Agent, which Fair Market Value (or such other value) as of the Closing Date is set forth in the Perfection Certificate, which policy (or such marked-up commitment) (each, a list “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary and legal description available, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be acceptable to the Collateral Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable Legal Requirements (i.e., policies which insure against losses regardless of location or allocated value of the insured Property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, variable rate, environmental lien, subdivision, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions reasonably acceptable to the Collateral Agent;
(4) with respect to each Material Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above;
(5) evidence reasonably acceptable to the Collateral Agent of payment by Borrower of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the Business. Sellers have delivered recording of the Mortgages and issuance of the Title Policies referred to the Buyers complete and correct above;
(6) with respect to each Material Property, copies of (i) all of Leases in which any Loan Party holds the following materials lessor’s interest or other agreements relating to such Real possessory interests, if any and (ii) all Data Center Leases;
(7) with respect to each Material Property, each Loan Party shall have made all notifications, registrations and filings, to the extent required by, and in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title accordance with, all Governmental Real Property Disclosure Requirements applicable to or such Material Property;
(8) evidence in the form of a standard “life of loan” flood hazard determination certificate for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except each Material Property as set forth on in Section 3.4(a) of the Disclosure Schedule:
to whether (i) each Subsidiary has good such Material Property is a Flood Hazard Property and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real community in which such Flood Hazard Property is located is participating in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real PropertyNational Flood Insurance Program; and
(viii9) the Real if such Material Property is assessed by local property assessors a Flood Hazard Property, the relevant Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (i) as a tax parcel or parcels separate from all other tax parcelsto the existence of such Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program.
Appears in 1 contract
Samples: Second Out Term Loan Credit Agreement (Internap Corp)
Real Property. (a) The Asset Sellers do not own any real property. Section 3.4(a3.19(a) of the Sellers’ Disclosure Schedule sets forth a list and legal description identifies the parcels of real property that are owned by Columbia River, including the address thereof (the “Owned Real Property”). Columbia River is in possession of all the Owned Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable indefeasible fee simple title to the such Owned Real Property, free and clear of any all Encumbrances, except for Permitted Exceptions andEncumbrances and for those Encumbrances set forth on Section 3.19(a) of Sellers’ Disclosure Schedule.
(b) Section 3.19(b) of Sellers’ Disclosure Schedule sets forth a correct and complete list of all Real Property that is currently leased, as licensed, subleased or otherwise used by the Asset Sellers (the “Leased Real Property”). All of the date hereof, Permitted Encumbrances;Leased Real Property is used or occupied by the applicable Asset Seller pursuant to a Real Property Lease.
(iic) Other than as set forth on Section 3.19(c) of Sellers’ Disclosure Schedule, the Hargreaves do not own any real property or lease, license, sublease or otherwise use any real property in connection with the Business.
(d) The occupancy, use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance complies in all material respects with all applicable building, zoning, subdivision Law and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession Permits. The condition and use of the Real Property in all material respects conforms to each applicable certificate of occupancy and all other permits required to be issued in connection with the Real Property;. The Real Property 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 Business.
(viie) There are no member pending or, to Sellers’ Knowledge, threatened, appropriation, condemnation, eminent domain or like proceedings relating to the Real Property.
(f) The Companies enjoy peaceful and undisturbed possession of the Seller Group has any knowledge of any fact or condition which would result in the termination Real Property. To Sellers’ Knowledge, all of the current access to or from buildings, fixtures, structures and systems located on the Real Property and used or occupied by the Companies are in good condition and repair (subject to any presently existing highways, roads, ordinary wear and rights-of-way on or adjoining tear) and operating condition for the Real Property; andconduct of the Business as currently conducted.
(viiig) Except as set forth on Section 3.19(g) of Sellers’ Disclosure Schedule, the Real Property is assessed by local property assessors not subject to any subleases, licenses, or sub-tenancies of any kind, and no Person (other than the Companies) is in possession of any of the Real Property.
(h) The operation of the Business at each location that is subject to an Affiliated Real Property Lease on the date of this Agreement does not violate, and as a tax parcel or parcels separate from all other tax parcels.of the Closing Date will not violate, the authorized use provision set forth in Section 1.2 of
Appears in 1 contract
Real Property. Section 3.4(a) of the Disclosure Attached hereto as Schedule sets forth 7.20 and thereby made a ------------- ------------- part hereof is an accurate, current and complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating real property used or occupied by the Company or any of its Subsidiaries, indicating, with respect to such Real Propertyeach parcel of real property, to whether (i) the extent in Sellers’ possession respective Property is owned or control: title insurance policies leased (and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation if leased, the term of such Real Property; surveys; as-built construction plans; construction contracts lease and warranties; appraisals; structural inspectionthe nature and extent of the operations of the Company or any of its Subsidiaries conducted or to be conducted on such real property), soils(ii) the identity of the owner and lessee, environmental assessment (iii) the sums payable or receivable by the Company or any of its Subsidiaries in respect thereof, and similar reports(iv) where such real property is located. There are no encroachments onto any real property owned by the Company, and none of the real property owned by the Company encroaches upon any easement areas, adjoining property or public or private streets, roads or highways. All of the Properties owned by the Company or any of its Subsidiaries constituting real property abut on and have both legal and physical direct vehicular and pedestrian access to a public road, street or highway. Except as set forth on in Section 3.4(a) Schedule 7.20, none of such real properties is located within a 100 year or any ------------- other flood plain district, or has suffered any material damage by fire or other casualty which has not been completely restored and repaired or replaced by items of similar quality. All buildings, improvements and other structures are located entirely within the boundary lines of the Disclosure Schedule:
real property upon which they are situated and have been constructed in accordance with all relevant zoning, building, setback and other Laws and governmental requirements, the terms and conditions contained in all private agreements affecting such real property, and the plans, specifications and working drawings relating thereto. The current use of such real property by the Company and its Subsidiaries complies with (i) each all applicable legal requirements (and neither the Company nor the relevant Subsidiary has good is a non-conforming user of such real property), and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) all requirements of the board of fire underwriters, in each case except where noncompliance could not reasonably be expected to have a Material Adverse Effect. All permits, licenses, variances, certificates (including, without limitation, certificates of occupancy) and other Authorizations required for the current manner of occupancy, use and operation of such real properties and for the Real Property lawful conduct of all businesses presently being conducted thereat or therefrom have been obtained and are in the operation full force and effect. All of the Business does not violate improvements are furnished with, and each of the spaces contained therein is connected to, heating, ventilating, air-conditioning, mechanical, electrical and plumbing systems and other appliances, facilities and equipment, suitable for the purposes for which they currently are being used. All of such systems, facilities and equipment now are and shall continue to be maintained in good repair, working order and operating condition. The current use of such real properties is consistent with the certificate of occupancy and any material respect any instrument of record other declarations, restrictions, covenants, conditions or agreement easements affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision same. All improvements now are and hereafter shall continue to be kept free of structural defects and termite and other land use pest infestations. No construction or similar Lawsother work or any supplies or materials, in either case for which a Lien at any time hereafter could be filed and gain priority over the Selling Group has not received any written notice Lien of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party Loan Documents, either are required to be undertaken or already have been performed on or delivered to all or any part of such real properties (or any other than a Subsidiary has occupancy real property where all or use of any portion of the Real Property;
(viCollateral may be used, kept or stored) immediately following but remain unpaid. Water, sewer, gas, electric, telephone, drainage and other utilities and services required by Law for the Closingpresent use and operation of such real property are available at such real property and have been connected to the improvements situated thereon pursuant to valid Authorizations, no person other than one are in good repair, operating condition and working order and are adequate to service such real properties in a manner consistent with the present use being made thereof. All roads and sidewalks necessary for the full utilization of such real properties for their current purposes have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such real property. All reciprocal easement agreements affecting any real property are in full force and effect and neither the Company nor any of its Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge is aware of any fact or condition which would result in the termination default thereunder. Each parcel of the current access real property, including each lease, has adequate available parking to or from the Real Property to any presently existing highways, roads, meet legal and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsoperating requirements.
Appears in 1 contract
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns No Acquired Party currently owns, or has ever owned, any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent interest in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:real property.
(ib) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as As of the date hereof, Permitted Encumbrances;
the Company (i) leases certain real property pursuant to the Dealer Lease Agreement (the “Dealer Lease Property”), (ii) has the right to use certain office spaces within the Golden Nugget Atlantic City in Atlantic City, New Jersey and operation GN’s headquarters in Houston, Texas (the “Office Spaces”) pursuant to the terms of Section 4.1.5 of the Online Gaming Operations Agreement, and (iii) has a license to use the Equipment Room pursuant to the Online Gaming Operations Agreement (the Dealer Lease Property, Office Spaces and the Equipment Room, collectively, the “Real Property”). From and after the Closing, the Parties intend for the Acquired Parties use of the Office Spaces to be governed by the New Lease Agreements, subject to the terms thereof.
(c) As of the date hereof, the Real Property constitutes all of the facilities used or occupied by the Acquired Parties in the conduct of the Business. As of the Closing, the Real Property will constitute all of the facilities used or occupied by any of the Acquired Parties in the conduct of the Business. As of the Closing and with respect to the Real Property: except as set forth on Schedule 3.14(c): (i) each Acquired Party will have all easements and rights necessary to conduct the Business; (ii) no portion of the Real Property in will be subject to any pending or, to the operation Company’s Knowledge, threatened condemnation proceeding or proceeding by any Governmental Authority; (iii) each Acquired Party will have, subject to the terms of the Business does not violate in any material respect any instrument applicable Contract governing the right of record use or agreement affecting occupancy of the Real Property;
(iii) , the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land exclusive right of use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any occupancy of the Real Property and no party have leasehold or other property interests therein free and clear of all Liens, other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roadsPermitted Liens, and rights-of-way on or adjoining the Real Property; and
(viiiiv) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all will be supplied with utilities and other tax parcelsservices reasonably sufficient for the operation of the Business.
Appears in 1 contract
Real Property. Section 3.4(a) With respect to each parcel of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for not an Excluded Asset, within 20 days after the Business. Sellers have delivered to the Buyers complete and correct copies of all later of the following materials relating to Closing Date and the acquisition of such Real Property, the Loan Parties shall deliver the following:
(a) a mortgage or deed of trust with respect to such owned Real Property, together with evidence each such mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each party thereto on or before such date and is in form suitable for filing and recording in all filing or recording offices that Agent may deem necessary or desirable in order to create a valid and subsisting perfected Lien on the extent property described therein in Sellers’ possession favor of Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or control: otherwise provided for in a manner reasonably satisfactory to Agent;
(b) fully paid American Land Title Association Lender’s Extended Coverage customary title insurance policies (the “Mortgage Policies”) in form and commitments; deeds; encumbrance substance, with endorsements (including zoning endorsements) and easement documents in amounts reasonably acceptable to Agent, issued, coinsured and other documents reinsured by title insurers reasonably acceptable to Agent, insuring the Mortgages to be valid first and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth subsisting Liens on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Propertyproperty described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and providing for such other affirmative insurance and such customary coinsurance and direct access reinsurance as Agent may reasonably deem necessary or desirable; provided, with respect to any Encumbrancesproperty located in a state in which a zoning endorsement is either not available or is available but only at a premium that is excessive or requires a legal opinion, except for Permitted Exceptions anda customary zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, as in each case reasonably satisfactory to Agent, may be delivered in lieu of the date hereof, Permitted Encumbrancesa zoning endorsement;
(iic) the use American Land Title Association/American Congress on Surveying and operation Mapping form surveys for each of the Real Property Properties, for which all necessary fees (where applicable) have been paid, and dated no more than thirty (30) days before the day of the initial credit extension hereunder, certified to the Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Agent by a land surveyor duly registered and licensed in the operation of states in which the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the applicable Real Property is in compliance in located and acceptable to the Agent, showing all material respects with all applicable building, zoning, subdivision buildings and other land use improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or similar Lawson to such property, and other defects, other than encroachments and other defects that could not reasonably be expected to result in a Material Adverse Effect; provided, however, notwithstanding the Selling Group has not received any written notice of violation foregoing, new or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord updated surveys with respect to any of the Real Property Properties will not be required if an existing survey is available for any such Real Properties and no party other than a Subsidiary has occupancy or use of any portion the issuer of the Mortgage Policies is willing to provide survey coverage for the Agent’s Mortgage Policies on the basis of such existing survey and without the need for a new or updated survey with respect to such Real PropertyProperties;
(vid) immediately following the Closing, no person other than one of the Subsidiaries will have the right environmental assessment report with respect to possession each Real Property in form and use of the Real Propertysubstance satisfactory to Agent;
(viie) favorable opinions of local counsel to the Loan Parties in states in which the owned Real Property is located, with respect to the enforceability and perfection of the mortgages or deeds of trust that and any related fixture filings, in form and substance reasonably satisfactory to Agent;
(f) favorable opinions of counsel to the Loan Parties in the states in which the Loan Parties party to the mortgages and deeds of trust are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the mortgages or deeds of trust, in form and substance satisfactory to Agent;
(g) no member later than five (5) days prior to the date on which a mortgage with respect to each Real Property is executed and delivered pursuant to this Agreement: (A) a a completed standard “life of loan” flood hazard determination form, (B) if it the improvements to the applicable improved property are located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”), a written notification to the Borrower (a “Borrower Notice”), (C) the Borrower’s written acknowledgment of receipt of the Seller Group has any knowledge of any Borrower Notice from Agent as to the fact or condition that such Real Property is a Flood Hazard Property and as to whether the community in which would result each such Flood Hazard Property is located is participating in the termination National Flood Insurance Program and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable Initial Mortgaged Property is located, a copy of the current access flood insurance policy, copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Agent and naming the Agent as loss payee on behalf of the Lenders;
(h) evidence that all other actions reasonably requested by the Agent, that are necessary in order to create valid and subsisting Liens on the property described in the mortgage or from the Real Property to any presently existing highwaysdeed of trust, roads, and rights-of-way on or adjoining the Real Propertyhave been taken; and
(viiii) evidence that all fees, costs and expenses have been paid in connection with the Real Property is assessed by local property assessors preparation, execution, filing and recordation of the Mortgages, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the Mortgages and the other matters described in this Section 4.19 and as a tax parcel or parcels separate from all other tax parcelsotherwise required to be paid in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Forbes Energy Services Ltd.)
Real Property. IM and the IM Subsidiaries own the real property specified in Section 3.4(a) 3.18 of the IM Disclosure Schedule sets forth under the heading "Owned Properties", and have leasehold, subleasehold or license interests in the real property specified in Section 3.18 of the IM Disclosure Schedule under the heading "Leased Properties" (collectively, the "IM Real Property"). Section 3.18 of the IM Disclosure Schedule contains a complete and accurate list and legal description as of the date hereof of all the IM Real Property owned held by each Subsidiary. Neither Seller owns any IM and/or the IM Subsidiaries as lessee, sublessee or licensee, including all leases, subleases, licenses and other arrangements relating to the use or occupancy of the IM Real Property that is used or useful for by IM and the BusinessIM Subsidiaries (each, a "Lease", and collectively, the "Leases"). Sellers have delivered to Section 3.18 of the Buyers IM Disclosure Schedule contains a complete and correct copies accurate list as of the date hereof of all Leases, and any subleases or sublicenses pursuant to which IM and/or the IM Subsidiaries sublease or sublicense any of the following materials relating Leased Properties to such Real Propertythird parties ("Subleases"). As of the date hereof, to the extent knowledge of IM, neither IM nor any IM Subsidiary, as applicable, is in Sellers’ possession breach in any material respect under any Lease or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title Sublease to or for which any such entity is a party, that is material to the operation of such Real Property; surveys; as-built construction plans; construction contracts the business of IM and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsthe IM Subsidiaries taken as a whole. Except as set forth on in Section 3.4(a) 3.18 of the IM Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as all of the date hereof, Permitted Encumbrances;
(ii) the use Leases and operation of the Real Property in Subleases that are material to the operation of the Business does not violate in any material respect any instrument business of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, IM and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) IM Subsidiaries taken as a whole are, to the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of IM, in full force and effect. Notwithstanding the foregoing, certain employees engaged in advertising sales occupy de minimis office space in New York and Florida; any fact agreements, oral or condition which would result in the termination of the current access to or from the Real Property to any presently existing highwayswritten, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsrelating thereto shall not be deemed Leases.
Appears in 1 contract
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Seller or its Wholly Owned Subsidiary. Neither Seller , as applicable, owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title fee simple and/or leasehold title, as the case may be, to the Real Property, together with all buildings, improvements, and component parts thereon and all appurtenances and rights thereto. The Real Property will be conveyed to the Buyer free and clear of any Encumbrancesand all Encumbrances other than the Permitted Encumbrances set forth on Schedule 3.11(a).
(b) With respect to the Real Property, except for Permitted Exceptions and, as set forth in Schedule 3.11(b):
(i) Neither Seller nor any Wholly Owned Subsidiary has received during the past five (5) years written notice of the date hereof, Permitted Encumbrancesa violation of any applicable Legal Requirement;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the The Owned Real Property;
(iii) the , and, to Seller’s Knowledge, Leased Real Property is Property, and its operation are in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawszoning ordinances, and the Selling Group has consummation of the transactions contemplated herein will not received result in a violation of any written notice applicable zoning ordinance or the termination of violation any applicable zoning variance now existing, and the buildings and improvements constituting the Real Property comply in all material respects with all building codes;
(iii) The Owned Real Property and, to Seller’s Knowledge, Leased Real Property, is subject to no easements, restrictions, ordinances, or claimed violations other limitations on title that could make such property unusable for its current use or the title uninsurable or unmarketable or that materially restrict or impair the use, marketability, or insurability of such Lawsthe Real Property other than the Permitted Encumbrances;
(iv) All of the Owned Real Property, and, to Seller’s Knowledge, Leased Real Property, currently in use for the operations of the Hospital Businesses is in compliance in all material respects with the applicable Subsidiary provisions of the Seller Group has obtained all material Permits required Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to use accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and operate there is no pending, noticed, or, to the Knowledge of Seller, threatened litigation, administrative action, or complaint (whether from a state, federal, or local government or from any other person, group, or entity) relating to compliance of any of the Real Property in with the manner necessary to conduct the Business by the Seller Group as currently conductedAccessibility Laws;
(v) There are no member tenants or other persons or entities occupying any space in the Owned Real Property other than pursuant to tenant leases described in Schedule 3.11(b), and no tenants have paid rent in advance for more than one month and no rebate, concession, improvement credit or other tenant allowance of any nature is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(b);
(vi) All material obligations of Seller or any Wholly Owned Subsidiary as landlord required to be performed under each of the Seller Group tenant leases have been performed;
(vii) Attached to Schedule 3.11(b) is a landlord with “rent roll” that sets forth for those leases where Seller or any Wholly Owned Subsidiary in respect of the Hospital Businesses is landlord, which contains: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of all then delinquent rental payments; (iv) a list of all concessions granted to tenants; (v) a list of all tenant deposits and a description of any application thereof, and (vi) a list of all uncured material defaults under the leases known to Seller or its Wholly Owned Subsidiaries;
(viii) Seller or any Wholly Owned Subsidiary has not received written notice of condemnation or of any special assessment relating to any part of the Real Property, of any existing or proposed plans to modify or realign any street or highway, or any existing or proposed eminent domain proceeding by any Government Authority that would result in the taking of all or any part of the Real Property and no party other than a Subsidiary has occupancy or that would adversely affect the current use of any portion part of the Real Property;
(viix) immediately following All permanent certificates of occupancy and all other material licenses, permits, authorizations, consents, certificates, and approvals required by all Government Authorities having jurisdiction and the Closing, no person other than one requisite certificates of the Subsidiaries local board of fire underwriters (or other body exercising similar functions) have been issued for the Owned Real Property (and all individual items constituting the Owned Real Property), for their current uses, have been paid for, are in full force and effect, and will have not be invalidated, violated, or otherwise adversely affected by the right transfer of the Real Property to possession the Buyer; and
(x) To the Knowledge of Seller, water, sanitary sewer, storm sewer, drainage, electric, telephone, gas, and use other public utility systems are available to the Real Property, as currently developed, and are directly connected to the lines and/or other facilities of the respective public authorities or utility companies providing such services or accepting such discharge, either adjacent to the Real Property or through easements or rights of way appurtenant to and forming a party of the Real Property;
(vii) no member ; and, with respect to the Owned Real Property, to the Knowledge of the Seller Group has any knowledge of any fact Seller, such easements or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on have been fully granted, all charges therefor have been fully paid by Seller or adjoining its Wholly Owned Subsidiaries, and all charges for the Real Property; and
(viii) aforesaid utility systems and the connection of the Owned Real Property to such systems, including without limitation connections fees, “tie- in” charges, and other charges now or hereafter to become due and payable, have been fully paid by Seller or its Wholly Owned Subsidiaries; and the water and sanitary sewer service described above is assessed supplied by local property assessors as a tax parcel or parcels separate from all other tax parcelspublic authority.
Appears in 1 contract
Samples: Asset Purchase Agreement
Real Property. Section 3.4(a(a) A list of the locations of each parcel of real property owned by OFSI or the Bank (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the collection of loans and being held by OFSI or the Bank for disposition as required by law) is set forth in the OFSI Disclosure Schedule sets Letter under the heading of “OFSI Owned Real Property” (such real property being herein referred to as the “OFSI Owned Real Property”). A list of the locations of each parcel of real property leased by OFSI or the Bank is also set forth a list and legal description in the OFSI Disclosure Letter under the heading of all “OFSI Leased Real Property” (such real property being herein referred to as the “OFSI Leased Real Property”). OFSI shall update the OFSI Disclosure Letter within ten (10) days after acquiring or leasing any real property after the date hereof. Collectively, the OFSI Owned Real Property owned by each Subsidiary. Neither Seller owns any and the OFSI Leased Real Property that are herein referred to as the “OFSI Real Property.”
(b) There is used no pending action involving OFSI or useful for the Business. Sellers have delivered Bank as to the Buyers complete and correct copies title of all or the right to use any of the following materials relating OFSI Real Property.
(c) Other than the OFSI Owned Real Property, neither OFSI nor the Bank has any interest in any other real property except interests as a mortgagee, and except for any real property acquired in foreclosure or in lieu of foreclosure and being held for disposition as required by law.
(d) None of the buildings, structures or other improvements located on the OFSI Real Property encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way or “setback” line and all such buildings, structures and improvements are located and constructed in conformity with all applicable zoning ordinances and building codes.
(e) None of the buildings, structures or improvements located on the OFSI Real Property are the subject of any official complaint or notice by any governmental authority of violation of any applicable zoning ordinance or building code, and there is no zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending, or, to the best knowledge of OFSI’s Management, threatened, with respect to any such building, structure or improvement. The OFSI Real Property is in good condition for its intended purpose, ordinary wear and tear excepted, and has been maintained (as to the OFSI Leased Real Property, to the extent required to be maintained by OFSI or the Bank) in Sellers’ possession accordance with reasonable and prudent business practices applicable to like facilities. The OFSI Real Property has been used and operated in all material respects in compliance with all applicable laws, statutes, rules, regulations and ordinances applicable thereto during OFSI’s or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to the Bank’s ownership or for operation tenancy of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. said property.
(f) Except as set forth on in Section 3.4(a) the OFSI Disclosure Letter, and as may be reflected in the Financial Information, and except for liens for taxes not yet due and payable or with respect to such easements, liens, defects or encumbrances, real estate taxes and assessments or other monetary obligations such as contributions to an owners’ association, as do not individually or in the aggregate materially adversely affect the use or value of the Disclosure Schedule:
(i) each Subsidiary has OFSI Owned Real Property and which would not have a Material Adverse Effect, OFSI and the Bank have, and at the Effective Date will have, good and marketable title to the their respective OFSI Owned Real Property, free and clear of all liens, mortgages, security interests, encumbrances and restrictions of any Encumbranceskind or character.
(g) Except as set forth in the OFSI Disclosure Letter and to the knowledge of OFSI’s Management, OFSI or the Bank has not caused or allowed the generation, treatment, storage, disposal or release at any OFSI Real Property of any Toxic Substance, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable buildingfederal, zoningstate and local laws and regulations and except where such noncompliance would not reasonably be expected to have a Material Adverse Effect. “Toxic Substance” means any hazardous, subdivision toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, petroleum and petroleum products, metals, liquids, semi-solids or solids, that are regulated under any federal, state or local statute, ordinance, rule, regulation or other land use law pertaining to environmental protection, contamination, quality, waste management or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelscleanup.
Appears in 1 contract
Real Property. Section 3.4(a(a) Neither Seller nor any of its Subsidiaries own, lease or sublease any real property or interests therein in connection with, or necessary for, the operation of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real PropertyPet Business as presently conducted, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except than as set forth on in Section 3.4(a) Schedule 3.18 of the Disclosure ScheduleSchedules. ------------- With respect to the Plant:
(i) each Subsidiary has good and marketable title Neither the Seller nor any of its Subsidiaries have granted to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as third party a right to use or occupy any portion of the date hereof, Permitted Encumbrances;Plant.
(ii) the use and operation No condemnation of the Real Property in Plant, or any portion thereof, has occurred or to the operation knowledge of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;Seller is threatened.
(iii) The occupancy and use of the Real Property is Plant, or any portion thereof, in compliance in all material respects a manner consistent with all the occupancy and use thereof by the Seller as contemplated by Section 6.13 will not violate or conflict with any covenants, conditions, restrictions or contractual obligations applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;thereto.
(iv) Except as disclosed on Schedule 3.18, there are no ------------- restrictions of any nature on the applicable Subsidiary of Seller's ability, and Seller has sufficient title or other leasehold interest in the Plant, to permit the Seller Group has obtained all material Permits required to occupy and use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group Plant as currently conducted;contemplated under Section 6.13.
(v) All utilities necessary to operate the Plant in a manner consistent with the use thereof by the Seller (including without limitation, water, sewer, electricity and telephone facilities) are available to the Plant and there exists, to the knowledge of Seller, no member proposed limitation in or reduction of the quality or quantity of the utility services to be furnished to the Plant. The Seller Group is a landlord has all material Permits with respect to any the ownership, use and occupancy of the Real Property Plant for the Pet Business. The current use and occupancy of the Plant for the Pet Business does not materially violate any such Permit, and no party other than proceeding is pending or, to the knowledge of Seller or its Subsidiaries, is threatened, to revoke, suspend, modify or limit any Permit in a Subsidiary has occupancy manner that would have a Material Adverse Effect. No Permit will be subject to revocation, suspension, modification or use limitation as a result of any portion this Agreement or the consummation of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelstransactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Igi Inc)
Real Property. (a) Section 3.4(a3.20(a) of the Disclosure Schedule sets forth a list and legal description lists: (i) the street address of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies parcel of all of the following materials relating to such Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each parcel of Owned Real Property, (iv) information relating to the extent application for change of title registration and issuance of Real Property Title Certificates in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation the name of such the Company in respect of Owned Real Property; surveys; as-built construction plans; construction contracts , and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in (v) the current use of each parcel of Owned Real Property.
(b) Section 3.4(a3.20(b) of the Disclosure Schedule:
Schedule lists: (i) the street address of each Subsidiary has good and marketable title to the parcel of Leased Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation identity of the Real Property in the operation lessor, lessee and current occupant (if different from lessee) of the Business does not violate in any material respect any instrument each such parcel of record or agreement affecting the Leased Real Property;
, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar LawsProperty, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary current use of the Seller Group has obtained all material Permits required to use and operate the each such parcel of Leased Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;Property.
(vc) There is no member material violation of the Seller Group is a landlord with respect any Law (including, without limitation, any building, planning or zoning law) relating to any of the Real Property. The Company has made available to each Purchaser true, legible and complete copies of agreements for acquisition of each parcel of Owned Real Property and, to the extent available, for lease of each parcel of Leased Real Property and all the title insurance policies, surveys, environmental reports and audits, appraisals, permits, Encumbrances, title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Company thereon or any other uses thereof. The Company is in peaceful and undisturbed possession of each parcel of Real Property, and there are no party contractual or legal restrictions that preclude or 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 than utilities required for the construction, 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 facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personality of a Subsidiary has occupancy permanent nature annexed, affixed or use of any portion attached to, located on or forming part of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group . The Company has not leased or subleased any knowledge parcel or any portion of any fact or condition which would result in the termination parcel of the current access to or from the Real Property to any presently existing highwaysother Person and no other Person has any rights to the use, roadsoccupancy or enjoyment thereof pursuant to any lease, and rights-of-way on sublease, license, occupancy or adjoining other agreement, nor has the Real Property; andCompany assigned its interest under any lease or sublease listed in Section 3.20(b) of the Disclosure Schedule to any third party. Table of Contents
(viiid) The rent set forth in each lease or sublease of the Leased Real Property is assessed by local property assessors as a tax parcel the actual rent being paid, and there are no separate agreements or parcels separate from all other tax parcelsunderstandings with respect to the same.
Appears in 1 contract
Samples: Stock Subscription and Purchase Agreement (China Medical Technologies, Inc.)
Real Property. (a) To the Knowledge of Seller, there are no defects in the improvements and structures, fixtures or equipment located on or at the Leased Real Property which would substantially impair the conduct of the Business by Purchaser immediately following the Closing relative to the conduct of the Business on the date hereof.
(b) Seller has not granted to any Person (other than pursuant to this Agreement) any right to occupy, possess, or otherwise encumber or acquire any portion of the Leased Real Property other than as set forth in Section 3.4(a4.13(b) of the Disclosure Schedule. Seller's interests with respect to the Real Property Leases have not been assigned or pledged and are not subject to any Encumbrances (other than Permitted Encumbrances).
(c) Seller is not a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Leased Real Property or other real property or any portion thereof or interest therein to any Person other than Purchaser.
(d) There is no contract or agreement to which Seller is a party, other than the Seller Agreements and the other Permitted Encumbrances, affecting any of the Leased Real Property for which Purchaser will be responsible or liable after Closing.
(e) Seller has not received any written notice of any pending, threatened or contemplated condemnation proceeding affecting any of the Leased Real Property or any part thereof or of any sale or other disposition of any of the Leased Real Property or any part thereof in lieu of condemnation.
(f) Neither Seller nor any of its Subsidiaries has received any written notices from any Governmental Entity requiring or advising as to the need for Seller to make any repair, alteration, restoration or improvement in connection with the Leased Real Property that would have a Material Adverse Effect.
(g) All of the Leased Real Property, and all components of all improvements material to Seller's occupancy are in sufficient condition, working order and repair and do not require repair or replacement in order to serve their intended purpose. To the Knowledge of Seller, all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Properties are installed and operating and are sufficient to enable the Real Properties to continue to be used and operated in the manner currently being used and operated.
(h) To the Knowledge of Seller, the Leased Real Property complies with all Applicable Laws, including without limitation, zoning, fire, safety and signage, except for such non-compliance as is not reasonably likely to have a Material Adverse Effect and no notice of violation of any such Applicable Law has been received by Seller or has been issued by any public or Governmental Entity with respect to any Leased Real Property.
(i) To the Knowledge of Seller, no portion of or interest in any Leased Real Property is subject to any building or use restrictions (public or otherwise) that could restrict or prevent the continuation of the present use and operation of such Leased Real Property and no condemnation or eminent domain proceedings are pending or threatened with respect to any Leased Real Property.
(j) To the Knowledge of Seller, no Leased Real Property is dependent for its access, operation or utility on any land, building or other improvement not part of the Leased Real Property, except pursuant to an easement that is coterminous with Seller's occupancy right. Each Leased Real Property has legal, unobstructed access, both pedestrian and vehicular, to public rights of way. All utility systems required in connection with use, occupancy and operation of the Leased Real Property are sufficient for their present purposes, are fully operational and in working order, and are benefited by customary utility easements providing for the continued use and maintenance of such systems.
(k) The Real Property Leases are in full force and effect; neither Seller nor any of its Subsidiaries has received any written notice or, to the Knowledge of Seller, oral notice, that any default, or condition which with the passage of time would constitute a default, exists under the Real Property Leases, except such notices as to which the alleged defaults have been cured or otherwise resolved and except, with respect to the Real Property Leases pertaining to property located other than in Mountain View, California and Boulder, Colorado only, for defaults that will not have a Material Adverse Effect.
(l) True, correct and complete copies of the Real Property Leases, including any non-disturbance agreements relating thereto, have been delivered to Purchaser prior to the date hereof and such Real Property Leases have not been amended or modified since that date (except as indicated on such delivered documents).
(m) To the extent that any property subject to a Real Property Lease is the subject of a security interest of a Third Party lender and such Real Property Lease is subordinate to such lender's rights to the property subject to such Real Property Lease, Seller has a non-disturbance agreement with the landlord's lender with respect to each Real Property Lease which shall be enforceable by Purchaser.
(n) None of the Leased Real Property has been pledged by Seller or any of its Subsidiaries or is subject to any Encumbrance other than a Permitted Encumbrance (other than pursuant to this Agreement and Encumbrances in favor of Seller's lenders and those which have been discharged at or prior to Closing).
(o) The expiration date of each Real Property Lease is indicated on Section 4.13(o) of the Disclosure Schedule. All security deposits required under the Real Property Leases have been paid to and, to the Knowledge of Seller, are being held by the applicable landlord under the Real Property Leases.
(p) To the Knowledge of Seller, the lessor under each Real Property Lease is not in material default of its obligations under such Real Property Lease and Seller has not received any notice from any such lessor of such lessor's intention to exercise any option thereunder, the exercise of which is reasonably likely to have a Material Adverse Effect.
(q) With respect to those Real Property Leases that were assigned or subleased to Seller or any of its Subsidiaries by a third party, all necessary consents to such assignments or subleases have been obtained and are in full force and effect and neither Seller nor any of its Subsidiaries has received any notice that any such third party's acts or omissions has given rise to any breach of the underlying lease or sublease to which it is a party.
(r) No termination rights have been exercised by any landlords with respect to the Mountain View, California or Boulder, Colorado Real Property Leases and, to the Knowledge of Seller, no termination rights have been exercised by any landlords with respect to all other Real Property Leases.
(s) Section 4.13(s) of the Disclosure Schedule sets forth a list and legal description summary of all the construction allowances, if any, payable to Seller under the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers Leases which have delivered not yet been disbursed to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Seller.
(t) Section 3.4(a4.13(t) of the Disclosure Schedule:
(i) each Subsidiary has good Schedule sets forth all construction and marketable title to material alteration projects currently ongoing at the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Leased Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will which have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsan unpaid estimated cost exceeding $25,000.
Appears in 1 contract
Real Property. Section 3.4(a(i) Sec. 3(k)(i) of the Disclosure Schedule sets forth a list the address and legal description of all the Real Property each parcel of real property owned by each Subsidiary. Neither the Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all in connection with its operation of the following materials relating to such Business (the "Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports"). Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary The Seller has good and marketable fee simple title in and to all of the Real Property, free and clear subject to no liens, encroachments, encumbrances, claims, leases, rights of any Encumbrancespossession or other defects in title (collectively, "Liens" ), except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;.
(ii) the Seller does not lease or sublease, or otherwise use or occupy pursuant to any license, concession or other agreement (written or oral), any real property which is used or intended to be used, or otherwise related to, the Business.
(iii) The Real Property constitutes all of the real property owned, leased, occupied or otherwise utilized by the Business. Other than the Seller, to the Seller's Knowledge, there are no parties in possession or parties having any current or future right to occupy any of the Real Property. The Real Property has been maintained in accordance with normal industry practice and operation is sufficient and appropriate for the conduct of the Business as currently conducted. The Real Property and all Improvements located thereon conform to all applicable building, zoning and other laws, ordinances, rules and regula- tions in all material respects. 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 have not been violated in such a matter as to materially adversely affect the operation of the Business does not violate in Business. There exists no violation of any material respect any instrument of record covenant, condition, restriction, easement, agreement or agreement order materially adversely affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following . The Real Property has direct access to a public road adjoining such Real Property. No such Improvements or accessways encroach on land not included in the ClosingReal Property and no such Improvement is dependent for its access, operation or utility on any land, building or other Improvement not included in the Real Property. There is no person other than one pending or, to the Knowledge of the Subsidiaries will have the right to possession and use Seller, any threatened condemnation proceeding affecting any portion of the Real Property;
(vii) no member . Other than the right of the Seller Group has any knowledge Buyer pursuant to this Agreement, there are no out- standing options, rights of any fact first offer or condition which would result in the termination rights of the current access first refusal to or from purchase the Real Property to or any presently existing highways, roads, and rights-of-way on portion thereof or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsinterest therein.
Appears in 1 contract
Samples: Asset Purchase Agreement (Great Lakes Acquisition Corp)
Real Property. Section 3.4(a(a) Schedule 5.15(a) of the Disclosure Schedule sets forth a complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee simple by the Company and the Subsidiaries (individually, an "Owned Property" and collectively, the "Owned Properties"), and (ii) all real property and interests in real property leased to or by the Company and the Subsidiaries (individually, a "Real Property Lease" and collectively, the "Real Property Leases" and, together with the Owned Properties, being referred to herein individually as a "Company Property" and collectively as the "Company Properties") as lessee or lessor, including a description of each Subsidiary has such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all documents ancillary thereto). The Company and the Subsidiaries have good and marketable fee title to the Real all Owned Property, free and clear of all Liens of any Encumbrancesnature whatsoever, except for Permitted Exceptions and, as (A) those Liens set forth on Schedule 5.15(a) of the date hereofDisclosure Schedule and (B) Permitted Exceptions. The Company Property constitutes all interests in real property currently owned, Permitted Encumbrances;
used, occupied or currently held for use in connection with the Business and which are necessary for the continued operation of the Business as currently conducted. The Company Property and all buildings, fixtures and improvements thereon owned or leased or occupied by the Company and the Subsidiaries are (i) in satisfactory condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections, and (ii) appropriate in all respects for their current and contemplated uses. None of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any laws. Sellers have delivered to Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys commissioned by the Group for the Owned Properties and (ii) the use Real Property Leases, together with all supplemental documents, if any, thereto. The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property Leases set forth on Schedule 5.15(a) of the Disclosure Schedule.
(b) The Company and operation the Subsidiaries, as applicable, have a valid and enforceable leasehold interest under each of the Real Property in the operation Leases, free and clear of the Business does not violate in any material respect any instrument all Liens other than Permitted Exceptions, and each of record or agreement affecting the Real Property;
(iii) the Real Property Leases is in compliance full force and effect. Neither the Company nor any of the Subsidiaries is in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawsdefault under any Lease, and no events have occurred and no circumstances exist which, if not remedied, and whether with or without notice or the Selling Group has not received passage of time or both, will result in such a default. Neither the Company nor any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group Subsidiaries has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
received or given any notice (vwhether written, oral or otherwise) no member of the Seller Group is a landlord with respect to any default or event affecting any of the Real Property Leases and, to the Knowledge of Sellers, there are no circumstances known to the Company or any of its Subsidiaries which may entitle any Person to restrict or terminate the continued sole and no party other than a Subsidiary has occupancy or use of any portion exclusive possession of the Real Property;Property Leases.
(vic) immediately following The Company and the ClosingSubsidiaries have all Permits of any Governmental Body necessary or material to the current use and operation of each Company Property, and the Company and the Subsidiaries have fully complied with all material conditions of the Permits applicable to them and, to the Knowledge of Sellers, there is no person other than one intended or contemplated revocation of any of the Permits.
(d) There does not exist any actual or, to the Knowledge of Sellers, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and neither the Company nor any of the Subsidiaries will have the right to possession and use has received any notice, whether oral, written or otherwise, of the Real Property;intention of any Governmental Body or other Person to take or use all or any part thereof.
(viie) no member Neither the Company nor any of the Seller Group Subsidiaries has received any knowledge written notice from any insurance company or any landlord that has issued a policy with respect to any Company Property requiring performance of any fact structural or condition which would result in the termination of the current access other repairs or alterations to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real such Company Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Samples: Share Purchase Agreement (Altra Industrial Motion, Inc.)
Real Property. (a) Section 3.4(a4.18(a) of the Company Disclosure Schedule sets forth a list and legal description accurately lists the street address of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies parcel of all of the following materials relating to such Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary A Business Entity has good and marketable title in fee simple to the each parcel of Owned Real Property, Property free and clear of any all Encumbrances, except for Permitted Exceptions andEncumbrances. No condemnation proceeding or similar proceeding at Law or in equity before any Governmental Authority is pending or, to the Knowledge of the Company, threatened with respect to any Owned Real Property. To the Knowledge of the Company, all of the Owned Real Property is in good operating condition and repair, subject only to ordinary wear and tear, and there are no facts or conditions affecting the Owned Real Property that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof. To the Knowledge of the Company, (i) there are no violations of any statutes, Laws, regulations, rules, ordinances, permits, certificates of occupancy, requirements, or Governmental Orders or decrees of any kind whatsoever (including zoning, subdivision, use or building statutes, Laws or ordinances and environmental protection Laws, rules, or regulations) affecting the Owned Real Property, and (ii) the operation and use of the Owned Real Property does not violate any building permits or any conditions, easements, or rights-of-way, affecting the Owned Real Property.
(b) Section 4.18(b) of the Company Disclosure Schedule accurately lists the street address and suite number, if any, of each parcel of Leased Real Property, the current lessor, lessee, and occupant (if different from lessee) of each parcel of Leased Real Property, and whether such parcel of Leased Real Property is the subject of a sublease. The Company has made available to Parent true and complete copies of the leases, subleases, licenses, or other use or occupancy agreements in effect as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the this Agreement relating to each parcel of Leased Real Property (the “Leases”). There has not been any sublease or assignment entered into by any Business Entity or Related Entity with respect to any Leased Real Property. Each Lease is in full force and effect, valid and binding on the operation applicable Business Entity and any Related Entity that is a party thereto. None of the Business does Entities or Related Entities is in material breach of, or material default under, any Lease to which it is a party. No tenant or subtenant under any Lease is holding over beyond the expiration of its Lease, except with the consent of the landlord under such Lease (and not violate pursuant to any hold over provision in any material respect any instrument such Lease). To the Knowledge of record or agreement affecting the Real Property;
(iii) Company, all of the Leased Real Property is in compliance in all material respects with all applicable buildinggood operating condition and repair, zoning, subdivision subject only to ordinary wear and other land use or similar Lawstear, and there are no facts or conditions affecting the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Leased Real Property that, in the manner necessary aggregate, would reasonably be expected to conduct materially interfere with the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has current use, occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsoperation thereof.
Appears in 1 contract
Samples: Merger Agreement (Davita Inc)
Real Property. (a) Neither the Company nor any of its subsidiaries own any real property.
(b) Section 3.4(a2.11(b) of the Company Disclosure Schedule sets forth a complete list and legal description of all real property and interests in real property leased by the Company or any of its subsidiaries (the “Leased Real Property owned Property”). The Company and its subsidiaries have good and valid leasehold title or rights to the leasehold estates in the Leased Real Property. There are no leases, subleases, licenses or other agreements under which the Company or any of its subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property that is not Leased Real Property.
(c) All of the land, buildings, structures and other improvements used by each Subsidiarythe Company and its subsidiaries in the conduct of their business are included in the Leased Real Property. Neither Seller owns the Company nor any Real Property that of its subsidiaries is used a lessor or useful sublessor of, or makes available for use to any Person (other than the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real PropertyCompany or its subsidiaries), to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the any Leased Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
Property or (ii) any portion of any premises otherwise occupied by the use and operation Company or any of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;its subsidiaries.
(iiid) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision The Company and other land use or similar Laws, and the Selling Group has not received any written notice each of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group its subsidiaries has obtained all material Permits appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Leased Real Property in the manner in which the Leased Real Property is currently being used and operated, other than any such instruments that are normally obtained by the lessor of property. The Company and each of its subsidiaries has all Permits necessary to conduct operate the Business Leased Real Property as currently operated; and no such Permits will be required as a result of the transactions contemplated hereby to be issued after the date hereof in order to permit the Company and its subsidiaries, following the Closing, to continue to operate the Leased Real Property in the same manner as currently operated, other than any such instruments that are normally obtained by the Seller Group as currently conducted;lessor of the property and any such Permits that are ministerial in nature and are normally issued in due course upon application therefor without further action by the applicant.
(ve) The buildings, structures, fixtures, building mechanical systems (including electrical, heating and air conditioning systems), and other improvements in, on or within the Leased Real Property, are in good operating condition and repair, subject to reasonable wear and tear and continued repair and replacement in accordance with reasonable and customary business practice, and there are no member deferred maintenance, repairs or unrepaired defects in the structural components comprising such buildings and building mechanical systems located thereon or therein which could materially impair the value of the Seller Group property or the use thereof in connection with the operation of the business as conducted during the last 12 months.
(f) Neither the Company nor any of its subsidiaries has received notice of, and there is a landlord with respect not any pending, or to the Knowledge of the Company, threatened or contemplated, condemnation proceeding affecting the Leased Real Property or any part thereof, or any sale or other disposition of the Leased Real Property or any part thereof in lieu of condemnation. The Real Property has not suffered any material damage by fire or other casualty which has not heretofore been completely repaired and restored. No portion of the Real Property and no party other than is located in a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed special flood hazard area as designated by local property assessors as a tax parcel or parcels separate from all other tax parcelsGovernmental Entity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Elite Education Group International LTD)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 4.11(a) sets forth a complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by the Company and the Subsidiaries (individually, an “Owned Property” and collectively, the “Owned Properties”), (ii) all real property and interests in real property leased by the Company and the Subsidiaries (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each Subsidiary has such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto). The Company and the Subsidiaries have good and marketable fee title to the Real all Owned Property, free and clear of all Liens of any Encumbrancesnature whatsoever, except Permitted Exceptions. The Company Properties constitute all interests in real property currently used, occupied or currently held for Permitted Exceptions and, as use in connection with the business of the date hereofCompany and the Subsidiaries and which are necessary for the continued operation of the business of the Company and the Subsidiaries as the business is currently conducted. All of the Company Properties and buildings, Permitted Encumbrances;
fixtures and improvements thereon (i) are in good operating condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses. None of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the use Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property Leases set forth in Section 4.11(a) of the Disclosure Schedule.
(b) Each of the Company and operation the Subsidiaries, as applicable, has a valid, binding and enforceable leasehold interest under each of the Real Property in the operation Leases under which it is a lessee, free and clear of the Business does not violate in any material respect any instrument all Liens other than Permitted Exceptions. Each of record or agreement affecting the Real Property;
(iii) the Real Property Leases is in compliance full force and effect. Neither the Company nor any Subsidiary is in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawsdefault under any Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the Selling Group passage of time or both, would result in such a default. Neither the Company nor any Subsidiary has not received or given any written notice of violation any default or claimed violations event that with notice or lapse of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business time, or both, would constitute a default by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to Company or any Subsidiary under any of the Real Property Leases and, to the Knowledge of the Company and the Selling Stockholders, no other party is in default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto.
(c) The Company and the Subsidiaries have all certificates of occupancy and Permits of any Governmental Body necessary or useful for the current use and operation of each Company Property, and the Company and the Subsidiaries have fully complied with all material conditions of the Permits applicable to them. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Xxxxxx.
(x) There does not exist any actual or, to the Knowledge of the Company and the Selling Stockholders, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and none of the Company, any Subsidiary or any Selling Stockholder has received any notice, oral or written, of the intention of any Governmental Body or other than a Person to take or use all or any part thereof.
(e) None of the Selling Stockholders, the Company or any Subsidiary has occupancy or use received any notice from any insurance company that has issued a policy with respect to any Company Property requiring performance of any portion of the Real structural or other repairs or alterations to such Company Property;.
(vif) immediately following Neither the ClosingCompany nor any Subsidiary owns, no person holds, is obligated under or is a party to, any option, right of first refusal or other than one of the Subsidiaries will have the contractual right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge purchase, acquire, sell, assign or dispose of any fact real estate or condition which would result in the termination of the current access to any portion thereof or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsinterest therein.
Appears in 1 contract
Real Property. (a) The Company does not own, and has never owned, any real property. Section 3.4(a4.8(a) of the Stockholders’ Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good a list of all real property and marketable title to interests in real property leased, licensed or occupied by the Company (the “Real Property”) and (ii) a list of all leases, subleases, licenses and other occupancy Contracts affecting the Real Property, free including all amendments, extensions and clear of any Encumbrancesrenewals thereof and related notices and Contracts thereto (collectively, except for Permitted Exceptions and, as the “Real Property Leases”). There are no oral Real Property Leases.
(b) The Company has peaceful and undisturbed possession of the date hereof, Permitted Encumbrances;
(ii) Real Property. No Person other than the use and operation Company is in possession of the Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Real Property or any portion thereof. The Company has not assigned (collaterally or otherwise) or granted any other security interest in the operation Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Real Property Leases. The full amount of security deposit required under each Real Property Lease, if any, is on deposit thereunder.
(c) No Governmental Entity having the power of eminent domain over the Real Property has commenced or, to the Knowledge of the Business does not violate in Stockholders, intends to exercise the power of eminent domain or a similar power with respect to all or any material respect any instrument part of record or agreement affecting the Real Property;.
(iiid) the The Real Property is in compliance in and all material respects with all applicable buildingof the buildings, zoningplants, subdivision and other land use or similar Lawsstructures, and facilities located thereon are, to the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary Knowledge of the Seller Group has obtained all material Permits required to use and operate the Stockholders, in good working condition. The Real Property comprises all of the interests in the manner real property used in or necessary to conduct the Business by the Seller Group Company’s businesses and operations as currently conducted and as proposed to be conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Samples: Stock Purchase Agreement (InfuSystem Holdings, Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 3.12 sets forth a list the address and legal description of all real estate in which either of the Real Property Companies has an ownership interest (such real estate owned by each Subsidiary. Neither Seller owns any Real Property that the Companies is used or useful for herein referred to as the Business. Sellers have delivered “Owned Property”) and all real property leased by the Companies (such real property leased by the Companies is herein referred to as the Buyers complete and correct copies of all of the following materials relating to such Real “Leased Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports”). Except as set forth on in Section 3.4(a) Schedule 3.12, neither of the Disclosure ScheduleCompanies is a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another Person has granted to either of the Companies the right to use or occupy all or any portion of any real property other than the Leased Property.
(b) Lazy Days has good and marketable fee simple title to the Owned Property and, assuming good title in the landlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as the “Real Property”), in each case free and clear of all Liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the provision of labor, services or materials to any such Real Property) except for (i) Liens listed or described on Schedule 3.12, or (ii) Permitted Liens. The Real Property constitutes all real properties used or occupied by Lazy Days in connection with the Business or reflected on the Financial Statements.
(c) With respect to the Real Property, except as reflected on Schedule 3.12:
(i) each Subsidiary has good The Companies are in exclusive possession thereof and marketable title of all easements, licenses or rights required by applicable laws for use and occupancy as are necessary to conduct the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesBusiness thereon;
(ii) no portion thereof is subject to any pending condemnation proceeding or other proceeding by any public or quasi-public authority adverse to the use and operation Real Property and, to the Companies’ Knowledge, there is no Threatened condemnation or other proceeding with respect thereto;
(iii) Neither of the Companies is a party to any written or oral agreements or undertakings with owners or users of properties adjacent to any facility located on any parcel of the Real Property relating to the use, operation or maintenance of such facility or any adjacent real property; and
(iv) Neither of the Companies is a lessor under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which either of the Companies has granted to any Person the right to use or occupy all or any portion of the Real Property.
(v) other than the right of the Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Neither of the Companies nor any of their Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(vi) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Real Property (the “Improvements”) are in working condition and repair and sufficient for the operation of the Business, normal maintenance, wear and tear excepted. To the Companies Knowledge, there are no structural deficiencies or latent defects currently existing in any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.
(vii) Neither of the Companies nor any of their Subsidiaries has received written notice that the Real Property is not in material compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”), except as to items which have been previously remedied by the Companies, and, to the Companies’ Knowledge, the current use or occupancy of the Real Property or operation of the Business thereon does not violate in any material respect any instrument of record Real Property Laws.
(viii) All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or agreement affecting systems for the Real Property have been installed and are operational and, to the Companies’ Knowledge, sufficient for the operation of the Business as currently conducted thereon, and all hook-up fees or other similar fees or charges which are due and payable have been paid in full.
(d) Schedule 3.12 sets forth the address of each Leased Property;
, and a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Property (including the date and names of the parties to such Lease document). The Companies have delivered to the Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth on Schedule 3.12, with respect to each of the Leases: (i) such Lease is legally, valid, binding, enforceable and in full force and effect; (ii) the assignment of the Lease to the Buyer pursuant to this Agreement does not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legally, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the Real Companies’ possession and quiet enjoyment of the Leased Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawsunder such Lease has not been disturbed, and to the Selling Group has not received any written notice of violation or claimed violations of Companies’ Knowledge, there are no disputes with respect to such Laws;
Lease; (iv) the applicable Subsidiary neither of the Seller Group Companies nor any other party to the Lease is in breach or default under such Lease, and no event has obtained all material Permits required to use and operate occurred or circumstance exists which, with the Real Property in delivery of notice, the manner necessary to conduct passage of time or both, would constitute such a breach or default, or permit the Business by the Seller Group as currently conducted;
termination, modification or acceleration of rent under such Lease; (v) no member security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither of the Seller Group is a landlord Companies owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease except as to any extensions or renewals of any existing Leases or exercise of any expansion or purchase options; (vii) neither of the Real Property and no party other than a Subsidiary Companies has occupancy subleased, licensed or use of otherwise granted any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has or occupy such Leased Property or any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Propertyportion thereof; and
(viii) neither of the Real Property is assessed Companies has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (ix) there are no liens or encumbrances on the estate or interest created by local property assessors as such Lease.
(e) Schedule 3.12 sets forth a tax parcel description of all material Improvements for each Leased Property. The Companies have good and marketable title to such Improvements, free and clear of all liens and encumbrances, except Permitted Liens, and other than the right of the Buyer, there are no outstanding options, rights of first offer or parcels separate from all other tax parcelsrights of first refusal to purchase any such Improvements or any portion thereof or interest therein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lazy Days R.V. Center, Inc.)
Real Property. (a) Section 3.4(a3.20(a) of the Disclosure Schedule lists: (i) the street address of each parcel of Owned Real Property and (ii) the date on which each parcel of Owned Real Property was acquired.
(b) Section 3.20(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property.
(c) Except as described in Section 3.20(c) or 3.16(a) of the Disclosure Schedule, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to any of the Real Property. The Seller has made available to the Purchaser true, legible and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other Encumbrances, title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Seller or any Subsidiary thereon or any other uses thereof. Either the Seller or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and there are no contractual or legal restrictions that preclude or 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 construction, 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 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 Seller nor any Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Seller or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.20(b) of the Disclosure Schedule to any third party.
(d) Section 3.20(d) of the Disclosure Schedule sets forth a true and complete list and legal description of all leases and subleases relating to the Real Property owned by and any and all ancillary documents (the "Ancillary Lease Documents") pertaining thereto (including, but not limited to, all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including, without limitation, consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete of such leases and correct copies of all subleases, none of the following materials relating Seller nor any Subsidiary has exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any such option or right pertaining to such Real Propertypurchase, expansion, renewal, extension or relocation (collectively, "Options").
(e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation knowledge of such the Seller, threatened against the Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. .
(f) Except as set forth on in Section 3.4(a3.20(f) of the Disclosure Schedule:, to the knowledge of the Seller, all the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement and the Ancillary Agreements will not require the issuance of any new or amended certificate of occupancy and there are no facts that would prevent the Real Property from being occupied by the Seller or any Subsidiary, as the case may be, after the Closing substantially in the same manner as occupied by the Seller or such Subsidiary immediately prior to the Closing.
(g) 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.
(h) Each of the Seller or a Subsidiary, as the case may be, has the full right to exercise any Options contained in the leases and subleases pertaining to the Leased Real Property on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such Options with respect thereto.
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record All waivers or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord amendments with respect to any the Leased Real Property that are, or will be, required as a result of the Real Property and no party other than a Subsidiary has occupancy transactions herein contemplated have been obtained or use of any portion of the Real Property;
(vi) immediately following the will be obtained by Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Real Property. (a) Section 3.4(a4.10(a) of the Disclosure Schedule Schedules sets forth a list and legal description each parcel of all the Real Property real property owned by each Subsidiary. Neither Seller owns any Real Property that is and used in or useful necessary for the Businessconduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Sellers have Seller has delivered to Buyer copies of the Buyers complete deeds and correct other instruments (as recorded) by which Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the following materials relating Seller with respect to such parcel. With respect to each parcel of Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary Seller has good and marketable title to the Real Propertyvalid fee simple title, free and clear of any all Encumbrances, except for (A) Permitted Exceptions and, as Encumbrances and (B) those Encumbrances set forth on Section 4.10(a)(i) of the date hereofDisclosure Schedules;
(ii) except as set forth in Section 4.10(a)(ii) of the Disclosure Schedules or in any Permitted Encumbrance, Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and
(iii) to Seller’s Knowledge, there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.
(b) Section 4.10(b) of the Disclosure Schedules sets forth each parcel of real property leased by Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) except as set forth in Section 4.10(b) of the Disclosure Schedules, such Lease is valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property, subject to Permitted Encumbrances;
(ii) To Seller’s Knowledge, Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the use delivery of notice, passage of time or both, would constitute such a breach or default, and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real PropertySeller has paid all rent due and payable under such Lease;
(iii) Seller has not received nor given any currently-effective 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 Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) Except as set forth in Section 4.10(b)(iv) of the Disclosure Schedules, Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(v) Seller has not pledged, mortgaged or otherwise granted an
(c) Seller holds sufficient title in all easements, licenses, franchises and other interests in real property other than the Owned Real Property and Leased Real Property that are used in or necessary for the conduct of the Business as currently conducted (together with all of Seller’s equipment and fixtures situated thereon and all other rights and privileges appurtenances thereto, collectively, the “Other Real Property Interests”). Section 4.10(c) of the Disclosure Schedules contains a list of all material Other Real Property Interests. With respect to all Other Real Property Interests:
(i) The Other Real Property Interests are valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the rights or occupancy conferred by the Other Real Property Interests, subject to Permitted Encumbrances;
(ii) To Seller’s Knowledge, Seller is not in breach or default under any agreement evidencing or granting the Other Real Property Interests, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all consideration due and payable with respect to the Other Real Property Interests;
(iii) Seller has not received nor given any currently-effective notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller with respect to any of the Other Real Property Interests and, to the Knowledge of Seller, no other party is in compliance in all material respects with all applicable buildingdefault thereof; and
(iv) Seller has not subleased, zoningsublicensed, subdivision and other land assigned or otherwise granted to any Person the right to use or similar Laws, and occupy any of the Selling Group Other Real Property Interests or any portion thereof.
(d) Seller has not received any written notice of violation or claimed (i) violations of such Laws;
building codes or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ivii) existing, pending or threatened condemnation proceedings affecting the applicable Subsidiary of Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to adversely affect the Seller Group has obtained all material Permits required ability to use and operate the Real Property as currently operated and in accordance with Prudent Utility Practices. Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty.
(e) The Real Property is sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Real Property. (a) Section 3.4(a3.20(a) of the Disclosure Schedule lists: (i) the street address of each parcel of Owned Real Property and (ii) the date on which each parcel of Owned Real Property was acquired.
(b) Section 3.20(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property.
(c) Except as described in Section 3.20(c) or 3.16(a) of the Disclosure Schedule, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to any of the Real Property. The Seller has made available to the Purchaser true, legible and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other Encumbrances, title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Seller or any Subsidiary thereon or any other uses thereof. Either the Seller or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and there are no contractual or legal restrictions that preclude or 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 construction, 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 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 Seller nor any Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Seller or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.20(b) of the Disclosure Schedule to any third party.
(d) Section 3.20(d) of the Disclosure Schedule sets forth a true and complete list and legal description of all leases and subleases relating to the Real Property owned by and any and all ancillary documents (the "ANCILLARY LEASE DOCUMENTS") pertaining thereto (including, but not limited to, all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including, without limitation, consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete of such leases and correct copies of all subleases, none of the following materials relating Seller nor any Subsidiary has exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any such option or right pertaining to such Real Propertypurchase, expansion, renewal, extension or relocation (collectively, "OPTIONS").
(e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation knowledge of such the Seller, threatened against the Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. .
(f) Except as set forth on in Section 3.4(a3.20(f) of the Disclosure Schedule:, to the knowledge of the Seller, all the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement and the Ancillary Agreements will not require the issuance of any new or amended certificate of occupancy and there are no facts that would prevent the Real Property from being occupied by the Seller or any Subsidiary, as the case may be, after the Closing substantially in the same manner as occupied by the Seller or such Subsidiary immediately prior to the Closing.
(g) 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.
(h) Each of the Seller or a Subsidiary, as the case may be, has the full right to exercise any Options contained in the leases and subleases pertaining to the Leased Real Property on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such Options with respect thereto.
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record All waivers or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord amendments with respect to any the Leased Real Property that are, or will be, required as a result of the Real Property and no party other than a Subsidiary has occupancy transactions herein contemplated have been obtained or use of any portion of the Real Property;
(vi) immediately following the will be obtained by Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Real Property. Section 3.4(a) of the Disclosure Schedule SCHEDULE 3.7 sets forth a list and legal summary description of (i) all of the real property which is used in the Business of each of DBPC and MDC, including without limitation, all land, buildings and other structures and improvements and fixtures located on such land (collectively, the "Real Property"), and a description of each parcel of such land, and (ii) all leases, subleases or other agreements which allow the use or occupancy of the Real Property, or any portion thereof, or which give or grant any rights therein (collectively, the "Real Property Leases"). All of the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete Leases, true and correct copies of which (including all of the following materials relating amendments or extensions thereto) have been delivered to such Real PropertyMCSC, to the extent are in Sellers’ possession effect, and neither DBPC nor MDC is in material default thereunder and neither DBPC nor MDC has received or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear sent any notice of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record default under or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of provision thereof. Other than the landlord's consent to assignment required under the Real Property and Leases, there are no party other than a Subsidiary has occupancy approvals or use consents of any portion persons or entities which are required in order to assign any Real Property Leases. The Premises, as previously defined, or the use thereof, does not violate the material provisions of any applicable Environmental Laws (as defined in Section 3.11(c)(iv)), or the Real Property;
(vi) immediately following the Closingmaterial provisions of any trade, no person criminal, building code, fire, health or safety or other than one governmental ordinances, orders or regulations and each of the Subsidiaries will have the right DBPC and MDC is in material compliance with all applicable laws, regulations, ordinances, orders, rules and restrictions relating to possession and their respective use of the Real Property;
Premises. All structures and improvements located on the Premises are in workable and useable condition and repair (viiexcepting ordinary wear and tear) no member and are suitable for the uses for which they were intended and are used. The operations conducted on any of the Seller Group has Premises, whether now or in the past, does not violate the rights of any Person with respect to such property or with respect to any other property. Neither DBPC, MDC nor the Stockholdrs have any knowledge of and have not received any fact notice in regard to the foregoing and is not aware of any state of facts or condition which situation which, with notice or the passage of time or otherwise, would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as constitute such a tax parcel or parcels separate from all other tax parcelsviolation.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Miami Computer Supply Corp)
Real Property. (a) Section 3.4(a4.10(a) of the Disclosure Schedule Schedules sets forth a list and legal description each parcel of all the Real Property real property owned by each Subsidiary. Neither Seller owns any Real Property that is and used in or useful necessary for the Businessconduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Sellers have Seller has delivered to Buyer copies of the Buyers complete deeds and correct other instruments (as recorded) by which Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the following materials relating Seller with respect to such parcel. With respect to each parcel of Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary Seller has good and marketable title to the Real Propertyvalid fee simple title, free and clear of any all Encumbrances, except (A) Permitted Encumbrances and (B) those Encumbrances set forth on Section 4.10(a)(i) of the Disclosure Schedules;
(ii) except as set forth in Section 4.10(a)(ii) of the Disclosure Schedules or in any Permitted Encumbrance, Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and
(iii) to Seller’s Knowledge, there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.
(b) Section 4.10(b) of the Disclosure Schedules sets forth each parcel of real property leased by Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) except as set forth in Section 4.10(b) of the Disclosure Schedules, such Lease is valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property, subject to Permitted Exceptions Encumbrances; 37 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc.
(ii) To Seller’s Knowledge, Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease;
(iii) Seller has not received nor given any currently-effective 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 Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) Except as set forth in Section 4.10(b)(iv) of the date hereofDisclosure Schedules, Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) Seller holds sufficient title in all easements, licenses, franchises and other interests in real property other than the Owned Real Property and Leased Real Property that are used in or necessary for the conduct of the Business as currently conducted (together with all of Seller’s equipment and fixtures situated thereon and all other rights and privileges appurtenances thereto, collectively, the “Other Real Property Interests”). Section 4.10(c) of the Disclosure Schedules contains a list of all material Other Real Property Interests. With respect to all Other Real Property Interests:
(i) Except as provided in Section 4.10(c) of the Disclosure Schedules, the Other Real Property Interests are valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the rights or occupancy conferred by the Other Real Property Interests, subject to Permitted Encumbrances;
(ii) To Seller’s Knowledge, Seller is not in breach or default under any agreement evidencing or granting the use and operation of the Other Real Property in Interests, and no event has occurred or circumstance exists which, with the operation delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all consideration due and payable with respect to the Business does not violate in any material respect any instrument of record or agreement affecting the Other Real PropertyProperty Interests;
(iii) Seller has not received nor given any currently-effective notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller with respect to any of the Other Real Property Interests and, to the Knowledge of Seller, no other party is in compliance in all material respects with all applicable buildingdefault thereof; and 38 Asset Purchase and Sale Agreement dated as of December 28, zoning2018 between Municipality of Anchorage and Chugach Electric Association, subdivision and other land Inc.
(iv) Seller has not subleased, sublicensed, assigned or otherwise granted to any Person the right to use or similar Laws, and occupy any of the Selling Group Other Real Property Interests or any portion thereof.
(d) Seller has not received any written notice of violation or claimed (i) violations of such Laws;
building codes or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ivii) existing, pending or threatened condemnation proceedings affecting the applicable Subsidiary of Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to adversely affect the Seller Group has obtained all material Permits required ability to use and operate the Real Property as currently operated and in accordance with Prudent Utility Practices. Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty.
(e) The Real Property is sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Chugach Electric Association Inc)
Real Property. Section 3.4(a(a) of the Disclosure Schedule 4.11(a) sets forth a true and complete list of all the Owned Real Property, including the current record owner, full street address and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to parcel comprising such Owned Real Property, . With respect to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation each parcel of such Owned Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good Sellers have good, marketable and marketable title to the Real Propertyinsurable indefeasible fee simple title, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesLiens;
(ii) except as set forth on Schedule 4.11(a)(ii), Sellers have not pledged, mortgaged, encumbered, leased, subleased, licensed or otherwise granted to any Person the right to use and operation of or occupy the Owned Real Property in the operation of the Business does not violate in or any material respect any instrument of record or agreement affecting the Real Propertyportion thereof;
(iii) there are no outstanding options, rights of first offer or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and (other land use than the right of Buyers pursuant to this Agreement) or similar Laws, and the Selling Group has any portion thereof or interest therein;
(iv) Sellers have not received any written notice of violation any pending or claimed violations threatened condemnation proceedings in the nature of such Laws;
(iv) the applicable Subsidiary eminent domain in connection with any parcel of the Seller Group has obtained all material Permits required to use and operate the Owned Real Property in the manner necessary to conduct the Business by the Seller Group as currently conductedProperty;
(v) there are no member agreements, orders, licenses, permits, conditions or other directives issued by a governmental authority which relate to the future use or require any change in the present use or operations of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Owned Real Property;
(vi) immediately following to the ClosingKnowledge of Sellers, no person other than one the current use and occupancy of the Subsidiaries will have Owned Real Property and the right to possession and use operation of the Business as currently conducted thereon do not violate any applicable zoning law, easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting the Owned Real Property;
(vii) no member all utilities currently servicing the Owned Real Property are properly installed, connected and operating, with all outstanding charges paid in full, and are sufficient for the operation of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real PropertyBusiness as currently conducted; and
(viii) each parcel of land which constitutes the Owned Real Property is separate and distinct from any other tax lot allocated to any other parcel of land.
(b) Schedule 4.11(b) sets forth the names of the lessor, lessee, the address of any parcel of real property leased or used by Sellers as lessor or lessee. Sellers have delivered to Buyers a true and complete copy of each lease, sublease, amendment, extension, renewal, guaranty, license, concession or other agreement (collectively, the “Leases”) with respect to each such Leased Real Property, and in the case of any oral Lease, a written summary of the material terms of such Lease. Sellers do not lease any parcel of real estate other than the Leased Real Property.
(i) Sellers have not assigned, transferred, sublet, or granted any person the right to use or occupy such Leased Real Property or granted any other security interest in such Lease or any interest therein.
(ii) Sellers shall terminate each of the Leases at Closing and shall enter into the New Lease pursuant to Sections 2.8(b)(v) and 3.1(n).
(c) The Owned Real Property and the Leased Real Property constitute all parcels of real estate used in connection with the Business.
(d) There are no defects in the buildings, improvements and structures or fixtures located in, on or at the Real Property is assessed which would materially impair the conduct of the Business by local property assessors as a tax parcel or parcels separate from all Buyers immediately following the Closing. The mechanical, electrical, plumbing, HVAC and other tax parcelssystems servicing the Real Property are in good working order and repair, ordinary wear and tear excepted, and there are no defects in such systems which would reasonably be expected to impair the conduct of the Business by the Buyers immediately following the Closing.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Twist Beauty S.a r.l. & Partners S.C.A.)
Real Property. Section 3.4(a) of the Company Disclosure Schedule 3.9(a) sets forth a list complete and legal correct description of all real property owned or leased by the Company or a Company Subsidiary or in which the Company or a Company Subsidiary has an interest (other than as a mortgagee) (the “Real Property”). “Real Property” does not include real property (x) held by Bank or any OREO Subsidiary as a trustee in the ordinary course of its business, or (y) acquired in foreclosures or in lieu of foreclosures and being held by any Bank or any OREO Subsidiary for disposition as required by Applicable Law (any such real property included in clause (y), “OREO Property”). No real property or improvements are carried on the Bank’s or any OREO Subsidiary’s books and records as OREO. The Company and the Company Subsidiaries own, or have a valid right to use or a leasehold interest in, all Real Property owned used by each Subsidiarythem in the conduct of their respective businesses as such businesses are presently conducted. Neither Seller owns any The ownership or leasehold interest of the Company or the Company Subsidiaries in such Real Property is not subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exceptions or restrictions or claims or charges of any kind (collectively, “Encumbrances”), except for Permitted Encumbrances. As used in this Agreement, “Permitted Encumbrances” shall mean (i) Encumbrances arising under conditional sales contracts and equipment leases with third parties under which the Company or a Company Subsidiary is not delinquent or in default, (ii) carriers’, workers’, repairers’, materialmen’s, warehousemen liens’ and similar Encumbrances incurred in the Ordinary Course of Business, (iii) Encumbrances for taxes not yet due and payable or that is used are being contested in good faith and for which proper reserves have been established and reflected on the Company Financial Statements, (iv) minor exceptions or useful defects in title to real property or recorded easements, rights of way, building or use restrictions, covenants or conditions that in each case do not materially impair the intended use thereof, (v) zoning and similar restrictions on the use of real property, and (vi) in the case of any leased assets, (A) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any such lessor and (B) any statutory lien for amounts not yet due and payable, or that are being contested in good faith and for which proper reserves have been established and reflected on the Company Financial Statements. All material Licenses required for the Business. Sellers lawful use and occupancy of any real property by the Company and the Company Subsidiaries, as the case may be, have delivered to the Buyers complete been obtained and correct copies of all of the following materials relating to such Real Property, to the extent are in Sellers’ possession or control: title insurance policies full force and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportseffect. Except as set forth on in Section 3.4(a) of Company Disclosure Schedule 3.9(a), neither the Disclosure Schedule:
(i) each Company nor a Company Subsidiary has good and marketable title to is the Real Property, free and clear lessor of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsreal property.
Appears in 1 contract
Real Property. Section 3.4(a(a) of The Company and the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns Companies Subsidiaries do not own real property or any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent interests in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsreal property. Except as set forth on in Section 3.4(a) 3.14 of the Sellers’ Disclosure Schedule:
Letter, each of the real property leases, subleases, licenses and use or occupancy agreements pursuant to which the Company or any of the Company Subsidiaries is the lessee, sublessee, licensee, user, operator or occupant of real property, or interests therein (ithe “Leases”) each Subsidiary has good grants the lessee under the Lease the exclusive right to use and marketable title to occupy the Real Property, leased premises and rights demised thereunder free and clear of any Encumbrances, except for Lien other than Permitted Exceptions and, as Liens. Each of the date hereof, Company and the Company Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Leases free and clear of any Liens other than Permitted Encumbrances;Liens.
(iib) Except as set forth on Section 3.14 of the Sellers’ Disclosure Letter, the real property leased pursuant to the Leases (the “Leased Real Property”) constitutes all the leasehold and other interests in real property held by the Company and the Company Subsidiaries, and constitutes all of the leasehold and other interests in real property, necessary for the conduct of the business of the Company and the Company Subsidiaries as it is currently conducted. Other than as would not result in a Material Adverse Effect, (i) the use and operation of the Leased Real Property in the operation conduct of the Business business of the Company and the Company Subsidiaries does not violate in any material respect any instrument of record or agreement affecting the Real Property;
, and (iiiii) no current use by the Companies or the Company Subsidiaries of the Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice dependent on an approval of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsGovernmental Authority.
Appears in 1 contract
Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) The Disclosure Statement lists and describes briefly all real property that Island or any of its Subsidiaries owns including real property obtained through foreclosure or conveyance in lieu of foreclosure. With respect to each Subsidiary such parcel of owned real property:
a) the identified owner has good and marketable title to the Real Propertyparcel of real property, free and clear of any EncumbrancesSecurity Interest, easement, covenant, or other restriction, except for Permitted Exceptions andmatters disclosed on the Disclosure Statement and installments of special assessments not yet delinquent and recorded easements, as covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the date hereofproperty subject thereto;
b) there are no pending or, Permitted Encumbrancesto the Knowledge of Island, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof;
c) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, to the Knowledge of Island, the buildings and improvements (except as set forth in the Disclosure Statement) are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances, and the land does not serve any adjoining property for the purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
d) to the Knowledge of Island, all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained substantially in accordance with applicable laws, rules and regulations;
e) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of real property except as set forth on the Disclosure Statement;
f) except as set forth on the Disclosure Statement, there are no outstanding contracts for sale, options or rights of first refusal to purchase any parcel of real property, or any portion thereof or interest therein;
g) there are no parties (other than Island) in possession of any parcel of real property, other than tenants under any leases disclosed in the Disclosure Statement who are in possession of space to which they are entitled;
h) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are, to the Knowledge of Island, adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; and
i) except as set forth on the Disclosure Statement, each parcel of real property 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; and
j) to the Knowledge of Island, each parcel is in compliance with all Environmental Laws, no Hazardous Substances are or have been manufactured, stored, used or disposed of on any such parcel except in strict compliance with all Environmental Laws, there has been no release or discharge of Hazardous Substances on or from any such parcel and no litigation or administrative proceeding is pending or has been threatened in connection with the manufacture, storage, use, disposal or discharge of Hazardous Substances on or from any such parcel or naming Island as a defendant or potentially responsible party.
(ii) the use The Disclosure Statement lists and operation describes briefly all real property leased or subleased to Island or any of its Subsidiaries. Island has delivered to Bancorp correct and complete copies of the Real Property leases and subleases listed in the operation Disclosure Statement (as amended to date). With respect to each lease and sublease listed in the Disclosure Statement:
a) to the Knowledge of Island, the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
b) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Propertytransactions contemplated hereby;
(iiic) to the Real Property Knowledge of Island, no party to the lease or sublease is in compliance in all material respects with all applicable building, zoning, subdivision and other land use breach or similar Lawsdefault, and the Selling Group no event has not received any written occurred which, with notice or lapse of violation time, would constitute a breach or claimed violations of such Lawsdefault or permit termination, modification, or acceleration thereunder;
(ivd) to the applicable Subsidiary Knowledge of Island, no party to the Seller Group lease or sublease has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conductedrepudiated any provision thereof;
(ve) to the Knowledge of Island, there are no member disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
f) to the Knowledge of the Seller Group is a landlord Island, with respect to each sublease, the representations and warranties set forth in subsections (a) through (e) above are true and correct with respect to the underlying lease;
g) neither of Island nor any of the Real Property and no party other than a Subsidiary its Subsidiaries has occupancy assigned, transferred, conveyed, mortgaged, deeded in trust, or use of encumbered any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result interest in the termination of the current access to leasehold or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Propertysubleasehold; and
h) to the Knowledge of Island, all facilities leased or subleased thereunder have received all approvals of governmental authorities (viiiincluding licenses and permits) required in connection with the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsoperation thereof and have been operated and maintained substantially in accordance with applicable laws, rules and regulations.
Appears in 1 contract
Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all With respect to the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(ia) each Subsidiary has the Corporations have good and marketable title in fee simple to such Real Property free and clear of all encumbrances of any kind whatsoever, including rights of way, restrictive covenants and easements, other than those disclosed in Schedule 5;
(b) the buildings (the "Buildings") on the Real Property have been maintained and shall continue until the Closing to be maintained, in good condition and repair, subject to normal wear and tear, in the same manner as would a prudent owner;
(c) the facilities for water, power and utilities presently installed in or about the Real Property are adequate for the Business, such facilities are in good and useable condition, subject to normal wear and tear. Except as disclosed in Schedule 5, no orders, requests, demands or other communications have been received by the Vendor, or by anyone on behalf of the Vendor from any governmental authority, requiring any changes, modifications or alterations to the Real Property and the facilities thereon;
(d) except as disclosed in Schedule 5, the Buildings are constructed and completed in accordance with all necessary building permits and approvals issued by the appropriate governmental authorities, no change has been made to the Buildings which are not in compliance with all building permits, building restrictions (including private deed restrictions, if any), laws, bylaws, requirements, regulations or ordinances of any governmental authority, and the Buildings are now and shall at the Closing Date be used and occupied in compliance with all building permits, building restrictions (including private deed restrictions, if any), laws, bylaws, requirements, regulations or ordinances of any governmental authority;
(e) there is full ingress and egress for pedestrians and vehicles to and from the Real Property and the public roads and highways abutting or adjacent to the Real Property. Except as disclosed in Schedule 5, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is serviced by storm and sanitary sewers, water, hydro and telephone services, the Vendor not having experienced any material difficulties with such services for the past 2 years;
(f) except as disclosed in compliance in all material respects with all applicable buildingSchedule 5, zoningthere is no outstanding work order or other requirement relating to the Real Property by any governmental, subdivision and other land use provincial or similar Lawsmunicipal authority, and department or agency which shall not have been completed by the Selling Group Closing Date;
(g) the Vendor has not received any written notice of violation any threatened or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy pending condemnation or use expropriation of any portion part of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viiih) the Buildings forming part of the Real Property is assessed by local property assessors as have never been insulated with a tax parcel or parcels separate from all other tax parcelsurea-formaldehyde foam type of insulation.
Appears in 1 contract
Samples: Share Purchase Agreement (Sparkling Spring Water Holdings LTD)
Real Property. Section 3.4(a(a) The Company does not own, and has never owned, any real property.
(b) Part 3.11 of the Disclosure Schedule sets forth a list and legal description lists: (i) the street address of all each parcel of real property leased by the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered Company as tenant, together with, to the Buyers complete extent leased by the Company, all buildings and other structures, facilities or improvements currently located thereon, all fixtures, systems, equipment and items of personal property of the Company attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating to the foregoing (the "Leased Real Property"), (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property.
(c) Except as described on Part 3.11 of the Disclosure Schedule, there is no material violation of any Law (including, without limitation, any building, planning or zoning Law) relating to any of the Leased Real Property. The Seller has made available to the Purchaser true and correct copies of all each deed for each parcel of the following materials relating to such Leased Real Property, to the extent in Sellers’ possession or control: available, and all the title insurance policies policies, title reports, surveys, certificates of occupancy, environmental reports and commitments; deeds; encumbrance and easement audits, appraisals, permits, other title documents and other documents and agreements affecting title relating to or for otherwise affecting the Leased Real Property, the operation of the Business thereon or any other uses thereof, in each case to the extent any such document is in any WinZip Entity's possession. The Company is in peaceful and undisturbed possession of each parcel of Leased Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used. To the Seller's knowledge, all existing water, sewer, steam, gas, electricity, telephone and other utilities required for the use, occupancy and operation of the Leased Real Property are adequate for the conduct of the Business as it has been and currently is conducted. To the Seller's knowledge, there are no material latent defects or material adverse physical conditions affecting the Leased Real Property or any of the facilities, buildings, structures, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Leased Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(aPart 3.11 of the Disclosure Schedule, the Company has not leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other Person, nor has the Company assigned its interest under any lease or sublease listed on Part 3.11 of the Disclosure Schedule to any third party.
(d) The Seller has, or has caused to be, delivered to the Purchaser correct and complete copies of all leases and subleases listed on Part 3.11 of the Disclosure Schedule and - 7 - any and all ancillary documents pertaining thereto. With respect to each of such leases and subleases, except as otherwise set forth on Part 3.11 of the Disclosure Schedule:
(i) each Subsidiary has good such lease or sublease, together with all ancillary documents, is legal, valid, binding, enforceable and marketable title in full force and effect and represents the entire agreement between the respective landlord and tenant with respect to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancessuch property;
(ii) the use such lease or sublease will not cease to be legal, valid, binding, enforceable and operation in full force and effect on terms identical to those currently in effect as a result of the Real Property in the operation consummation of the Business does not violate in any material respect any instrument Transactions, nor will the consummation of record the Transactions constitute a breach or agreement affecting default under such lease or sublease or otherwise give the Real Propertylandlord a right to terminate such lease or sublease;
(iii) with respect to each such lease or sublease: (A) neither the Real Property is Seller nor any WinZip Entity has received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except in compliance in all material respects connection with all applicable buildingthe default of the Company thereunder, zoning(B) neither the Seller nor any WinZip Entity has received any notice of a breach or default under such lease or sublease, subdivision and other land use which breach or similar Lawsdefault has not been cured, and (C) the Selling Group Company has not received granted any written notice of violation other Person any rights, adverse or claimed violations of otherwise, under such Laws;lease or sublease; and
(iv) neither the applicable Subsidiary Company nor to the knowledge of the Seller Group any other party to such lease or sublease, is in breach or default thereunder in any material respect, and, to the knowledge of the Seller, no event has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;occurred that, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease.
(ve) There are no member condemnation proceedings or eminent domain proceedings of any, kind pending or, to the knowledge of the Seller Group is a landlord with respect to Seller, threatened against any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Leased Real Property;.
(vif) immediately following All the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Leased Real Property is assessed occupied under a valid and current certificate of occupancy or similar permit, the Transactions will not require the issuance of any new or amended certificate of occupancy and, to the knowledge of the Seller, there are no facts that would prevent the Leased Real Property from being occupied after the Closing in the same manner as immediately prior to the Closing.
(g) All improvements on the Leased Real Property constructed by local property assessors as a tax parcel or parcels separate from on behalf of the Company or, to the knowledge of the Seller, constructed by or on behalf of any other Person were constructed in compliance with all other tax parcelsapplicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Leased Real Property.
Appears in 1 contract
Real Property. Section 3.4(a(a) of the Disclosure The Company does not own and has never owned any real property.
(b) Schedule 3.12(b) sets forth a list of all leases, licenses, or similar agreements relating to the Company’s use or occupancy of real estate owned by a third party (“Leases”), true and correct copies of which have previously been furnished to Buyer, in each case setting forth (i) the lessor and lessee thereof and the commencement date, term, and renewal rights under each of the Leases, and (ii) the street address and legal description of each property covered thereby (the “Leased Premises”). 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 any such Lease. No event has occurred which, with the Real Property owned by each Subsidiarypassage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. Neither Seller owns the Company nor its agents or employees have received written notice of any Real Property that is used claimed abatements, offsets, defenses, or useful other bases for the Business. Sellers have delivered relief or adjustment.
(c) With respect to the Buyers complete and correct copies of all each of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
Leased Premises (i) each Subsidiary the Company has good and marketable title to a valid leasehold interest in the Real PropertyLeased Premises, free and clear of any EncumbrancesLiens, except for Permitted Exceptions andencumbrances, as covenants, and easements or title defects that have had or could have an adverse effect on the Company’s use and occupancy of the date hereof, Permitted Encumbrances;
Leased Premises; (ii) the use and operation portions of the Real Property buildings located on the Leased Premises that are used in the operation business of the Business does not violate Company are each in any material respect any instrument of record or agreement affecting good repair and condition, normal wear and tear excepted, and are in the Real Property;
aggregate sufficient to satisfy the Company’s current and reasonably anticipated normal business activities as conducted thereon; (iii) each of the Real Property is in compliance in all material respects with all applicable buildingLeased Premises (A) has direct access to public roads or access to public roads by means of a perpetual access easement, zoning, subdivision and other land use or similar Lawssuch access being sufficient to satisfy the current transportation requirements of the business presently conducted at such parcel, and (B) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the Selling Group has not received any written notice of violation or claimed violations of current normal business activities conducted at such Laws;
parcel; and (iv) the applicable Subsidiary Company has not received notice of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(vA) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy condemnation, eminent domain, or use of similar proceeding affecting any portion of the Real Property;
(vi) immediately following Leased Premises or any access thereto, and, to the ClosingKnowledge of the Company, no person other than one such proceedings are contemplated, (B) any special assessment or pending improvement liens to be made by any governmental authority which may affect any of the Subsidiaries will have Leased Premises, or (C) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsLeased Premises.
Appears in 1 contract
Samples: Asset Purchase Agreement (Smith & Wesson Holding Corp)
Real Property. Section 3.4(a) of Schedule 3.12 to the Select Force Disclosure Schedule sets Letter will set forth a list correct and legal complete list, and a brief description of all real property leased by Select Force (the "Leased Real Property"), and all facilities thereon. Except as lessee of Leased Real Property, Select Force is not a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another person or entity has granted to Select Force the right to use or occupy all or any portion of any real property. Select Force does not have an ownership interest in any real property. Select Force has, assuming good title in the landlord, a valid leasehold interest in the Leased Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete free and correct copies clear of all liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the following provision of labor, services or materials relating to any such Real Property) other than (a) mortgages shown on the Select Force Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) liens for current taxes not yet due, and (c) minor imperfections of title, such as utility and access easements that do not impair the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation intended use of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of Select Force, and clear zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of any Encumbrancesthe property subject thereto. The Leased Real Property constitutes all the real properties reflected on the Select Force Financial Statements or used or occupied by Select Force in connection with its business or otherwise. With respect to the Leased Real Property, except for Permitted Exceptions andas will be reflected on Schedule 3.12 to the Select Force Disclosure Letter:
(a) Select Force is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct business thereon in addition to those which exist as of the date hereof, Permitted Encumbrances;
(iib) To the use knowledge of Select Force, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Real Property and to the knowledge of Select Force there is no threatened condemnation or proceeding with respect thereto;
(c) To the knowledge of Select Force, the Leased Real Property is not in violation of any health, safety, building, or environmental ordinances, laws, codes or regulations; nor has any notice of any claimed violation of any such ordinances, laws, codes or regulations been served on Select Force;
(d) The Leased Real Property is supplied with utilities and other third-party services, such as water, sewer, electricity, gas, roads, rail service and garbage collection, necessary for the current operation of the business and such Leased Real Property is maintained in all material respects in accordance with all laws applicable to Select Force or the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Leased Real Property;
(iiie) Select Force is not a party to any written or oral agreement or undertaking with owners or users of properties adjacent to the Leased Real Property is in compliance in all material respects with all applicable buildingrelating to the use, zoning, subdivision and other land use operation or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations maintenance of such Lawsfacility or any adjacent real property;
(ivf) Select Force is not a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which Select Force has granted to any party or parties the applicable Subsidiary of the Seller Group has obtained all material Permits required right to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of occupy all or any portion of the Leased Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Samples: Merger Agreement (Host America Corp)
Real Property. (a) Section 3.4(a4.11(a) of the Seller Disclosure Schedule sets forth a list lists and legal description describes all real property owned by the Company (the “Real Property”). With respect to each parcel of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on listed in Section 3.4(a4.11(a) of the Seller Disclosure Schedule:
(i) each Subsidiary the Company has good and marketable title to all parcels of the Real Property, free and clear of any EncumbrancesSecurity Interest (other than Permitted Liens), except for Permitted Exceptions and, as installments of special assessments not yet delinquent that do not materially impair the current use or occupancy of the date hereof, Permitted Encumbrancessubject property;
(ii) to the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record Seller’s Knowledge, there are no pending or agreement affecting threatened condemnation proceedings, lawsuits or administrative actions relating to the Real Property;; Table of Contents
(iii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land right of use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(iv) all buildings located on the Real Property are supplied with utilities necessary for the operation of the business located thereon as currently conducted, including gas, electricity, water, telephone, sanitary sewer and storm sewer;
(v) the Real Property abuts on and has direct vehicular access to a public road or has vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel;
(vi) immediately following the Closing, no person Company has not received written notice of any special assessment proceedings or zoning or other than one land-use regulation proceedings that could materially and detrimentally affect the current use or operation of the Subsidiaries will have Real Property that has not been resolved or is not in the right to possession process of being resolved;
(vii) the Company has obtained all approvals, easements and rights-of-way required from private parties for the present use and operation of the Real Property;
(viiviii) no member of the Seller Group has Company does not owe any knowledge of any fact brokerage commissions or condition which would result in the termination of the current access finder’s fees with respect to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viiiix) there are no parties other than the Company that are in possession of the Real Property or the improvements thereon.
(b) Section 4.11(b) of the Seller Disclosure Schedule lists the street addresses of all real property leased by the Company (the “Leased Real Property”) and a description of each lease pursuant to which the Company leases the Leased Real Property (each, a “Real Property Lease”). The Company has delivered to Buyer a correct and complete copy of each such Real Property Lease. Except as set forth on Section 4.11(b) of the Seller Disclosure Schedule, with respect to each Real Property Lease: (i) the agreement is assessed legal, valid, binding and enforceable against the Company (except as the same may be limited by local property assessors as (A) bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditor rights generally and (B) general principles of equity); (ii) the Company is not and, to the Seller’s Knowledge, no other party to such Real Property Lease is in material breach or default, and no event has occurred that, with notice or lapse of time, would constitute a tax parcel material breach or parcels separate from all other tax parcels.default, or permit termination, modification, or acceleration, under the agreement; and (iii) no party has repudiated any material provision of the agreement. Table of Contents
Appears in 1 contract
Real Property. Section 3.4(a(a) Schedule 3.7(a) sets forth with respect to each Restaurant, its location, whether it is located on Owned Real Property or is on a site subject to a Lease, and whether the improvements are owned or leased.
(b) The water, electric, gas, and sewer utility services, and storm drainage facilities currently available to each parcel of Real Property are adequate for the operation of the Disclosure Schedule sets forth a list Restaurants as presently operated, and legal description to Seller's knowledge, there is no condition which will result in the termination of all such utility services and other facilities or of the present access from each parcel of Real Property owned by to such utility services and other facilities.
(c) Seller has obtained all authorizations and rights-of-way which are necessary to ensure vehicular and pedestrian ingress and egress to and from the site of each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of Restaurant, all of which are assignable and shall be assigned to Purchaser at the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsClosing. Except as set forth on in Section 3.4(a) Schedule 3.7(c), to the knowledge of Seller, there is no fact or condition which would or could result in a termination or reduction of the Disclosure Schedule:current access of the real property to existing roads.
(id) each Subsidiary Except as set forth in Schedule 3.7(c), Seller has good and marketable title received no notice that any governmental body having the power of eminent domain over any parcel of Real Property has commenced or intends to exercise the power of eminent domain or a similar power with respect to any part of the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;.
(iie) the use and operation of the The Real Property in and the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance present uses thereof comply in all material respects with all applicable buildingmaterial laws and regulations (including zoning laws and ordinances) of all governmental bodies having jurisdiction over the Real Property, zoningand Seller has received no notice from any governmental body alleging that the Real Property or any improvements erected or situated thereon, subdivision or the uses conducted thereon or therein, violate any regulations of any governmental body having jurisdiction over the Real Property.
(f) To the knowledge of Seller and other land use except as set forth in Schedule 3.7(c), no work for municipal improvements has been commenced on or similar Lawsin connection with any parcel of Real Property or any street adjacent thereto and no such improvements are contemplated. No assessment for public improvements has been made against the Real Property which remains unpaid and Seller has received no notice and has no knowledge of any pending improvement liens or special assessments to be made against the Real Property by any governmental authority, and the Selling Group Real Property is not subject to any current use assessment or possible "roll-back" taxes. No notice from any county, township, or other governmental body has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate been served upon the Real Property in or received by Sellers, or to the manner necessary to conduct the Business knowledge of Seller received by the Seller Group as currently conducted;
(v) no member any owner of the Seller Group is a landlord with respect to any of the Real Property subject to a Lease, requiring or calling attention to the need for any work, repair, construction, alteration, or installation on or in connection with the Real Property which has not been complied with.
(g) Seller holds all Environmental Permits necessary for conducting the Business and no party other than a Subsidiary has occupancy conducted, and is presently conducting, the Business in material compliance with all applicable Environmental Laws and Environmental Permits held by it, including, without limitation, all record keeping and filing requirements. Seller has not taken or use of omitted to take any portion action relating to the Real Property that would result in any liability to Seller or any subsequent owner or lessee of the Real Property;
(vi) immediately following Property under any Environmental Law. Except as set forth in Schedule 3.7(g), to the ClosingSeller's knowledge, all Hazardous Materials and Solid Waste, on, in, or under Real Property have been properly removed and disposed of, and to the Seller's knowledge no person past or present disposal, discharge, spill, or other than one release of, or treatment, transportation, or other handling of Hazardous Materials or Solid Waste on, in, under, or off-site from any Real Property will subject the Subsidiaries will have the right to possession and use Purchaser, or any subsequent owner, occupant, or operator of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to corrective or compliance action or any other liability. There are no presently existing highwayspending, roadsor to Seller's knowledge, and rights-of-way on threatened Actions or adjoining Orders against or involving Seller relating to any alleged past or ongoing violation of any Environmental Laws or Environmental Permits with respect to the Real Property; and, nor to Seller's knowledge is Seller subject to any liability for any such past or ongoing violation. To Seller's knowledge there are no underground storage tanks located on the Owned Real Property.
(viiih) To the knowledge of Seller, there are no disputes concerning the location of property lines or corners of the Owned Real Property.
(i) To the knowledge of Seller, there are no mineshafts or sinkholes under the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsProperty.
Appears in 1 contract
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property The only real property owned by each Subsidiarythe Company is the Company Lands. Neither Seller owns The Company is not the lessee of any Real Property that is real property.
(b) The Adjacent Lands and Additional Lands are not used or useful for in connection with the Business. Sellers have delivered to The Vendors are not the Buyers complete and correct copies lessee of all any real property used or required in connection with the operation of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:Business.
(ic) each Subsidiary has good The Company and marketable title to the Vendors own the Owned Real Property, Properties and the Additional Lands respectively free and clear of all Encumbrances other than Permitted Encumbrances and have the exclusive right to possess, use and occupy (subject to the Company Lease), and the Owned Real Property and Additional Lands, respectively. Beneficial title in and for the Owned Real Property and Additional Lands has not been divided from legal title.
(d) The Company and the Vendors have not granted to any EncumbrancesPerson any right of first refusal, except for Permitted Exceptions andright of first opportunity, as option or similar rights to purchase or lease any of the date hereofOwned Real Property or Additional Lands, Permitted Encumbrances;or any interest therein or any part thereof. The Company and the Vendors have not leased any portion of the Owned Real Property or Additional Lands to any Person other than the Company Lease.
(iie) To the use and operation knowledge of the Vendors, the existing uses of the Owned Real Property in and the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance Additional Lands comply in all material respects with all applicable buildingLaws.
(f) Except as described in Schedule 4.7, zoningto the knowledge of the Vendors, subdivision the Owned Real Property is serviced by all private and other land use public utility services that are necessary for the operations of the Business thereon and, to the knowledge of the Vendors, there are no facts, circumstances or similar Laws, and conditions which are reasonably likely to result in the Selling Group has not received any written notice of violation or claimed violations termination of such connections. Neither the Vendors nor the Company have received notice from any third party of any actual or alleged non- compliance with applicable Laws;.
(g) Except as described in Schedule 4.4(c), there are no actions, suits or proceedings pending or, to the knowledge of the Vendors, threatened against or otherwise affecting the Owned Real Property or Additional Lands, or the current use of the Owned Real Property, which could adversely affect: (i) the validity of this Agreement or the transactions contemplated herein; (ii) the title to or value of the Owned Real Property or Additional Lands; (iii) the conveyance of the Owned Real Property and Additional Lands to the Purchaser; (iv) the applicable Subsidiary right of the Seller Group has obtained all material Permits required Purchaser from and after the Closing Date to use own and operate occupy the Owned Real Property in and (following due exercise of the manner necessary Option) the Additional Lands and to conduct carry on the Business by the Seller Group as use currently conducted;
used thereon; or (v) any other action taken or to be taken in connection with this Agreement.
(h) There are no member pending or, to the knowledge of the Seller Group is a landlord with respect Vendors, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property and/or the Additional Lands.
(i) Except as described in Schedule 4.7, to the knowledge of the Vendors, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property and/or the Additional Lands by a Governmental Authority.
(j) To the knowledge of the Vendors, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property and/or the Additional Lands.
(k) Neither the Company nor either of the Vendors has received notice of any Claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property and/or the Additional Lands.
(l) Any and all material documentation in respect of the Owned Real Property and no party other than a Subsidiary Additional Lands (excluding any documents registered against title) in the possession of the Vendors or Company has occupancy been delivered to the Purchaser. Neither the Vendors or use the Company are in receipt of any portion surveys for the Owned Real Property or Additional Lands.
(m) Neither the Company nor either of the Real Property;Vendors has received or issued any notice of default under any of the Permitted Encumbrances.
(vin) immediately following Neither the Closing, no person other than one Company nor the Vendors has made application for a re-zoning of any of the Subsidiaries will have Owned Real Property and/or the right to possession and use of the Real Property;
(vii) no member of the Seller Group Additional Lands which remains pending or has any knowledge of any fact proposed or condition which would result in pending change to any zoning Laws affecting the termination Owned Real Property and/or the Additional Lands.
(o) Each of the current access to or from Vendors acknowledge and confirm that none of the Owned Real Property to any presently existing highwaysor Additional Lands is ordinarily occupied by the Vendors, roadsor either of them, and rights-of-way on or adjoining as their family residence for purposes of the Real Property; and
matrimonial home provisions of the Family Law Act (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsOntario).
Appears in 1 contract
Real Property. Section 3.4(a) Schedule 3.6 contains a complete and accurate description of the Disclosure Schedule sets forth a list all Real Property and all buildings or other structures located thereon (including street address, legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, owner, and the Company's or Subsidiary's use thereof). The Real Property listed on Schedule 3.6 comprises all interests in real property necessary to conduct the extent in Sellers’ possession or control: title insurance policies business and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation operations of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsthe Stations as now conducted. Except as set forth described on in Section 3.4(a) of Schedule 3.6, the Disclosure Schedule:
(i) each Subsidiary Company has good and marketable fee simple title to all fee estates included in the Real Property, good leasehold title to all leased Real Property, and enforceable rights to the use of all other Real Property, in each case free and clear of any Encumbrancesall liens, mortgages, pledges, and leases created by the Company or the Shareholders except for liens for current Taxes not yet due and payable. The Company has delivered to Buyer true and complete copies of all deeds, if any, pertaining to the fee estates included in the Real Property. With respect to each parcel of leased Real Property, Schedule 3.8 sets forth the material terms of such lease and with respect to each parcel of leased Real Property, so long as the Company or the relevant Subsidiary, as the case may be, fulfills its obligations under the lease therefor, it has enforceable rights to nondisturbance and quiet enjoyment against its lessor or sublessor, and, to the Company's knowledge, except for Permitted Exceptions andas set forth in Schedule 3.6, no third party holds any interest in any leased Real Property with the right to foreclose upon the Company's or Subsidiary's leasehold or subleasehold interest. To the extent required, there are now in full force and effect duly issued certificates of occupancy permitting the Real Property and improvements effected thereon to be legally used and occupied as of the date hereof, Permitted Encumbrances;
(ii) same are now constituted. To the use and operation Company's knowledge all of the Real Property in the operation has rights of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required access to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property dedicated public highways and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition exists which would result in prohibit or adversely affect the termination ordinary rights of the current access to or and from the Real Property from and to any presently the existing highways, roadshighways and roads and there is no pending or threatened restriction or denial upon such ingress or egress. All Real Property (including the improvements thereon) is in good condition and repair consistent with its present use, and rights-of-way on or adjoining is available for immediate use in the Real Property; and
(viii) conduct of the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsbusiness and operations of the Stations.
Appears in 1 contract
Samples: Stock Purchase Agreement (Journal Communications Inc)
Real Property. Set forth in Section 3.4(a) 3.10 of the Disclosure Schedule sets forth is a complete and accurate list and legal a brief description of all real property owned or leased by Magnum, including the office building owned by Magnum located at 1333 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx (xxe "Property"). In connection with the Property, and any other real property owned by Magnum (collectively, the "Real Property"):
(a) The Real Property is in good and usable condition in all material respects (ordinary wear and tear excepted) and is suited for the purposes for which it is now used, and has no material structural or mechanical defects and has no defects in lateral support, subjacent support or subsurface condition, and there are no material repairs, alterations, replacements, maintenance or other work, structural or nonstructural, necessary to operate and own the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for in the Business. Sellers have delivered to the Buyers complete manner in which it has been operated and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:owned.
(ib) each Subsidiary No Shareholder nor Magnum has good and marketable title received notice, written or otherwise, from any federal, state, municipal or other governmental instrumentality requiring the correction of any condition with respect to the Real Property, free and clear or any part thereof, by reason of a violation of any Encumbrancesstatute, except for Permitted Exceptions andordinance, as of the date hereofrule, Permitted Encumbrances;regulation, requirement or code.
(iic) No Shareholder nor Magnum has received notice or has knowledge of any special tax assessments, contemplated or actual, and whether or not assessed and whether or not levied or pending, against the use and operation Real Property.
(d) No Shareholder nor Magnum has knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property.
(e) No Shareholder nor Magnum has granted any rights, options, rights of first refusal, or other agreements of any kind, which are currently in effect, to purchase or to otherwise acquire any Real Property or any part thereof or any interest therein.
(f) No Shareholder nor Magnum is making and will not make any application for a change in the operation zoning or use of any Real Property or any part thereof. To the best of the Business does not violate Shareholders' and Magnum's knowledge, each Real Property is zoned for each Real Property's current use without relying for compliance upon a variance of a pre-existing, nonconforming use. Magnum has one or more permanent Certificate(s) of Occupancy for each Real Property's current use.
(g) There are no adverse or other parties in possession of any Real Property, or any part thereof, except Magnum and tenants under a valid lease.
(h) Magnum has and at the Closing Date will have good and marketable title and insurable title to all Real Property.
(i) To the best of the Shareholders' and Magnum's knowledge, no Real Property violates any restriction, covenant or agreement contained in any material respect any easement, restrictive covenant, or similar instrument of record or agreement affecting the Real Property;, or any part thereof.
(iiij) No Shareholder nor Magnum has received written notice of, nor does any Shareholder nor Magnum have other actual knowledge or information of, any proposed change in the valuation of any Real Property for real estate taxes from that assessed for the current assessment period, nor does any Shareholder nor Magnum have any other actual knowledge or information of any action or proceeding designed to levy any special assessments against the Real Property is in compliance in Property.
(k) To the best of the Shareholders' and Magnum's knowledge, all material respects with all applicable buildingwater, zoningcable television, subdivision sewer, gas (if any), electric, telephone, and drainage facilities and other land use or similar Laws, utilities required for the normal and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any proper operation of the Real Property are installed to the property line, or connected with valid permits, and no party other than a Subsidiary has occupancy or use are in good repair, condition and working order, normal wear and tear excepted. To the best of any portion of the Shareholders' and Magnum's knowledge, such utilities and drainage facilities are adequate to serve the Real Property;
(vi) immediately following , and to permit full compliance with all requirements of all applicable laws and regulations. To the Closingbest of the Shareholders' and Magnum's knowledge, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition exists which would result in the termination of such utility services to the current access to or from Real Property.
(l) To the best of the Shareholders' and Magnum's knowledge, the Real Property has full and free access to any presently existing and from public highways, roads, streets and rights-of-way on or adjoining roads abutting the Real Property; and, and there is no pending or threatened governmental proceeding that would impair or result in the termination of such access.
(viiim) No Shareholder nor Magnum has knowledge of any asbestos contained or located upon any of the Real Property or any improvement thereon or in the insulation of any part thereof. Furthermore, no Shareholder nor Magnum has knowledge of any underground storage tanks in, under or about any of the Real Property.
(n) No Shareholder nor Magnum has knowledge that the Real Property fails to comply in any material respect with Title III of the Americans with Disabilities Act of 1990, and all rules, regulations and guidelines promulgated thereunder, as any of the foregoing may be amended from time to time. With respect to each lease set forth in Section 3.10 of the Disclosure Schedule: (a) the lease has been validly executed and delivered by Magnum and, to the knowledge of Magnum and the Shareholders, by the other party or parties thereto and is assessed in full force and effect; (b) neither Magnum nor, to the knowledge of Magnum and the Shareholders, any other party to the lease is in material breach or default, and no event has occurred on the part of Magnum or, to the knowledge of Magnum and the Shareholders, on the part of any other party which, with notice or lapse of time, would constitute such a material breach or default or permit termination, modification or acceleration under the lease; (c) the lease will continue to be binding in accordance with its terms following the consummation of the Acquisition; (d) Magnum has not repudiated and, to the knowledge of Magnum and the Shareholders, no other party to the lease has repudiated any provision thereof; (e) there are no disputes, oral agreements or delayed payment programs in effect as to the lease; and (f) all facilities leased thereunder have been approved by local property assessors as a tax parcel or parcels separate from all other tax parcelsnecessary governmental authorities, have been maintained in accordance with normal industry practice and are in good condition, working order and repair.
Appears in 1 contract
Real Property. Section 3.4(a(a) The Company does not own, and has never owned, any real property.
(b) Part 3.11 of the Disclosure Schedule sets forth a list and legal description lists: (i) the street address of all each parcel of real property leased by the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered Company as tenant, together with, to the Buyers complete extent leased by the Company, all buildings and other structures, facilities or improvements currently located thereon, all fixtures, systems, equipment and items of personal property of the Company attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating to the foregoing (the "Leased Real Property"), (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property.
(c) Except as described on Part 3.11 of the Disclosure Schedule, there is no material violation of any Law (including, without limitation, any building, planning or zoning Law) relating to any of the Leased Real Property. The Seller has made available to the Purchaser true and correct copies of all each deed for each parcel of the following materials relating to such Leased Real Property, to the extent in Sellers’ possession or control: available, and all the title insurance policies policies, title reports, surveys, certificates of occupancy, environmental reports and commitments; deeds; encumbrance and easement audits, appraisals, permits, other title documents and other documents and agreements affecting title relating to or for otherwise affecting the Leased Real Property, the operation of the Business thereon or any other uses thereof, in each case to the extent any such document is in any WinZip Entity's possession. The Company is in peaceful and undisturbed possession of each parcel of Leased Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used. To the Seller's knowledge, all existing water, sewer, steam, gas, electricity, telephone and other utilities required for the use, occupancy and operation of the Leased Real Property are adequate for the conduct of the Business as it has been and currently is conducted. To the Seller's knowledge, there are no material latent defects or material adverse physical conditions affecting the Leased Real Property or any of the facilities, buildings, structures, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Leased Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(aPart 3.11 of the Disclosure Schedule, the Company has not leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other Person, nor has the Company assigned its interest under any lease or sublease listed on Part 3.11 of the Disclosure Schedule to any third party.
(d) The Seller has, or has caused to be, delivered to the Purchaser correct and complete copies of all leases and subleases listed on Part 3.11 of the Disclosure Schedule and any and all ancillary documents pertaining thereto. With respect to each of such leases and subleases, except as otherwise set forth on Part 3.11 of the Disclosure Schedule:
(i) each Subsidiary has good such lease or sublease, together with all ancillary documents, is legal, valid, binding, enforceable and marketable title in full force and effect and represents the entire agreement between the respective landlord and tenant with respect to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancessuch property;
(ii) the use such lease or sublease will not cease to be legal, valid, binding, enforceable and operation in full force and effect on terms identical to those currently in effect as a result of the Real Property in the operation consummation of the Business does not violate in any material respect any instrument Transactions, nor will the consummation of record the Transactions constitute a breach or agreement affecting default under such lease or sublease or otherwise give the Real Propertylandlord a right to terminate such lease or sublease;
(iii) with respect to each such lease or sublease: (A) neither the Real Property is Seller nor any WinZip Entity has received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except in compliance in all material respects connection with all applicable buildingthe default of the Company thereunder, zoning(B) neither the Seller nor any WinZip Entity has received any notice of a breach or default under such lease or sublease, subdivision and other land use which breach or similar Lawsdefault has not been cured, and (C) the Selling Group Company has not received granted any written notice of violation other Person any rights, adverse or claimed violations of otherwise, under such Laws;lease or sublease; and
(iv) neither the applicable Subsidiary Company nor to the knowledge of the Seller Group any other party to such lease or sublease, is in breach or default thereunder in any material respect, and, to the knowledge of the Seller, no event has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;occurred that, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease.
(ve) There are no member condemnation proceedings or eminent domain proceedings of any, kind pending or, to the knowledge of the Seller Group is a landlord with respect to Seller, threatened against any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Leased Real Property;.
(vif) immediately following All the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Leased Real Property is assessed occupied under a valid and current certificate of occupancy or similar permit, the Transactions will not require the issuance of any new or amended certificate of occupancy and, to the knowledge of the Seller, there are no facts that would prevent the Leased Real Property from being occupied after the Closing in the same manner as immediately prior to the Closing.
(g) All improvements on the Leased Real Property constructed by local property assessors as a tax parcel or parcels separate from on behalf of the Company or, to the knowledge of the Seller, constructed by or on behalf of any other Person were constructed in compliance with all other tax parcelsapplicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Leased Real Property.
Appears in 1 contract
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list 4.12 lists all lease and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials sublease agreements relating to such Real Property, to the extent in Sellers’ possession real property leased or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportssubleased by Pioneer. Except as set forth on in Section 3.4(a) of the Disclosure ScheduleSchedule 4.12, with respect to each such lease and sublease:
(i) each Subsidiary has good and marketable title such lease or sublease constitutes the entire agreement to which Pioneer is a party with respect to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancesreal property leased thereunder;
(ii) the use and operation of the Real Property Pioneer has not assigned, sublet, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the operation of the Business does not violate in any material respect any instrument of record leasehold or agreement affecting the Real Propertysubleasehold;
(iii) all facilities leased or subleased thereunder have received all material approvals of Governmental Entities (including all Permits) required in connection with the Real Property is in compliance operation thereof and have been operated and maintained in all material respects in accordance with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;; and
(iv) there is no action, suit or proceeding pending against Pioneer or, to the applicable Subsidiary Sellers' Knowledge, any action, suit or proceeding pending or threatened against Pioneer or any third party that would materially interfere with the quite enjoyment of such leased real property after the Closing Date.
(b) All of the Seller Group has obtained real property and facilities are to the Knowledge of the Sellers leased by Pioneer, and all components of all improvements included within such owned or leased real property, in working order and repair and do not require material repair or replacement in order to serve their intended purposes in all material Permits required to respects, including use and operate the Real Property operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the manner necessary to conduct ordinary course of the Business by the Seller Group as currently conducted;operation of such leased real property.
(vc) no member Other than options, rights of first refusal or other similar arrangements in favor of Pioneer under the Seller Group is a landlord leases and subleases relating to the real property leased by Pioneer, Pioneer has not entered into any contract, arrangement or understanding with respect to any of the Real Property and no party other than a Subsidiary has future ownership, development, use, occupancy or use operation of any portion parcel of the Real Property;real property leased by Pioneer.
(vid) immediately following There are no pending or, to the ClosingSellers' Knowledge, no person other than one of threatened or contemplated condemnation or eminent domain proceedings that affect the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roadsreal property leased by Pioneer, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.Pioneer has not
Appears in 1 contract
Samples: Stock Purchase Agreement (American National Financial Inc)
Real Property. Section 3.4(a(a) of Seller has good fee simple marketable title to the Disclosure Schedule sets forth a list owned Land, free and legal description clear of all Encumbrances other than the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered Permitted Exceptions, and marketable leasehold title to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Leased Land.
(b) Except as set forth on in Section 3.4(a) of the Disclosure Schedule:Schedule 5.5(b):
(i) each Subsidiary has good and marketable title to At all times during the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in Business, the Land has been licensed, permitted and authorized for the operation of the Business does not violate under all Applicable Laws (as defined in Section 5.9) relating to the protection of the environment, the Land and the conduct of the Business thereon (including all zoning restrictions and land use requirements) and neither Seller has received any material respect notice of any instrument violation of record any Applicable Law.
(ii) The Land is usable for its current uses, and the Land can be used by Buyer after the Closing for its current uses in the manner currently operated by Seller, without violating any Applicable Law or agreement affecting private restriction, and such uses are legal conforming uses. There are no proceedings or amendments pending and brought by, or threatened by, any third party which would result in a change in the Real Property;allowable uses of the Land or which would modify the right of Seller to use the Land for its current uses after the Closing Date.
(iii) the Real Property is in compliance in Seller has made available to Buyer all material respects with all applicable buildingengineering, zoning, subdivision geologic and other land use similar reports, documentation, plats and maps in the possession or similar Lawscontrol of Seller relating to the Land and all plans and specifications, as-builts, contracts and warranties in connection with the Selling Group has not received any written notice of violation or claimed violations of such Laws;improvements thereon.
(iv) Seller has delivered to Buyer all existing leases, occupancy agreements or licenses or similar agreements and any amendment thereto in connection with the Land (collectively "Real Estate Leases"). Neither Seller is in default beyond any applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the cure period under any Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;Estate Lease.
(v) Except in connection with Leased Land, no member party except Seller has a present or future right to possession of all or any part of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;Land.
(vi) immediately following the Closing, There are no person other than one pending or threatened condemnation or eminent domain proceedings affecting all or any part of the Subsidiaries will have the right to possession and use of the Real Property;Land.
(vii) There are no member of pending or threatened special assessments affecting the Land, or any contemplated improvements affecting the Land that may result in special assessments affecting the Land.
(viii) Seller Group has any no knowledge of any fact or condition which would will result in the termination of the current any currently existing access to or from the Real Property Land and any public rights of ways and roads.
(ix) No written or verbal commitments have been made to any presently existing highwaysgovernmental authority, roadsutility company, or any other organization, group, or individual, relating to the Land which would impose an obligation upon Buyer or its successors or assigns to make any contribution or dedications of money or Land or to construct, install, or maintain any improvements of a public or private nature on or off the Land.
(x) All utilities serving the Land are supplied directly to the Land by public utilities through public or private easements benefiting the Land and are adequate to service the normal operations of the Land and of the Business, and rights-of-way on or adjoining any private easements are insurable under the Real Property; andTitle Commitment, subject only to the Permitted Exceptions.
(viiixi) Seller has not failed to disclose to Buyer any material adverse fact or condition regarding the Real Property Land.
(xii) There are no unrecorded contracts, leases, easements or other agreements, or claims of any third party, affecting the use, title, occupancy or development of the Land, and no person, firm or entity has any right of first refusal, option or the right to acquire all or any part of the Land.
(xiii) Seller is assessed not a "foreign person" as the term is defined in Section 1445 of the Code and any applicable regulations promulgated thereunder.
(xiv) Seller shall not cause or permit any lien, Encumbrance, covenant, condition, restriction, assessment, easement, right of way, obligation, encroachment or liability ("Title Defect") whatsoever to be placed of record, affecting the title insurance to be given Buyer pursuant to this Agreement or otherwise exist, from the date of this Agreement to the Closing or issuance of the Title Policy if as of the Closing the Title Policy is not issued, excepting, however, the matters permitted under Article 3 above.
(xv) Seller has not transferred, conveyed, exchanged or granted, whether written or oral, any interest in or to any mineral rights, to or affecting the Land, or entered into, whether written or oral, contracts or licenses for or relating to the removal of any such materials.
(c) Seller has provided to the government agencies requiring the same, all reports, notices, filings and other disclosures required by local property assessors as a tax parcel or parcels separate from Applicable Laws and all such reports, notices, filings and other tax parcelsdocuments were complete and accurate in all material respects at the time provided to such government agencies.
Appears in 1 contract
Real Property. Section 3.4(a(a) of the Disclosure Schedule 6.9(a) sets forth a true and complete list and legal description of all real property and interest in real property owned in fee by the Real Property owned by each SubsidiaryCompany and the Subsidiaries (individually, an “Owned Property” and collectively, the “Owned Properties”). Neither Seller owns any Real Property that is used The Company or useful for the Business. Sellers Subsidiaries, as applicable, have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable fee title to the Real Propertyall Owned Properties, free and clear of all Liens of any Encumbrances, nature whatsoever except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(i) Liens set forth on Schedule 6.9(a) and (ii) Permitted Exceptions. Seller has made available to Purchaser copies of all deeds, title reports and policies and surveys for the Owned Properties in the possession of the Company or the Subsidiaries.
(b) Schedule 6.9(b) sets forth a true and 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”). The Real Property Leases, together with the Owned Properties and the leases and occupancy arrangements to be entered into pursuant to Section 8.15, constitute all material interests in real property currently used or currently held for use in connection with the business of the Company and operation the Subsidiaries as currently conducted. There does not exist any actual or, to the Knowledge of Seller, threatened or contemplated condemnation or eminent domain proceedings that affect the Real Property in the operation of the Business does not violate in Leases or any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawspart thereof, and the Selling Group Seller has not received any written notice of violation the intention of any Governmental Body or claimed violations of such Laws;
(iv) the applicable Subsidiary other Person to take or use all or any part thereof. Each of the Seller Group has obtained Owned Properties and real property subject to any Real Property Lease, and all buildings, fixtures and improvements thereon, are adequate in all material Permits required to respects for their intended use and operate the Real Property in the manner necessary to conduct operation of the Wire Harness Business by the Seller Group as currently conducted;.
(vc) no member The zoning and land use regulation of each parcel of Owned Property and Real Property Lease permits the presently existing improvements located thereon and the continuation of the Seller Group business presently being conducted on such parcel. There is a landlord no pending or, to the Knowledge of the Seller, contemplated rezoning of any Owned Property or Real Property Lease. Each Owned Property and Real Property Lease is in compliance with applicable state law and local subdivision ordinances.
(d) There are no contracts or options to sell the Owned Property or any portion of the Owned Property which are presently in effect. Neither the Company nor any of its Subsidiaries have entered into any leases with respect to any the Owned Property or subleases of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsLeases.
Appears in 1 contract
Real Property. Section 3.4(a(a) Company does not own any real property. Set forth on Schedule 4.7(a)-1 is a list of leases of all real property currently leased by Company (the “Real Property”). The Real Property is the only real property used in the operation of the Disclosure Business, and, except as set forth on Schedule sets forth a list and legal description 4.7(a)-2, none of all the Real Property is owned by each SubsidiaryCompany, Seller or any of their respective Affiliates. Neither The sale of the Acquired Shares to Purchaser and the consummation of the transactions contemplated by this Agreement do not require the consent of any of the landlords of any of the Real Property.
(b) Seller owns any Real Property that is used or useful for the Business. Sellers have has delivered to the Buyers Purchaser true, complete and correct copies of all leases, together with all amendments and modifications thereof, listed in Schedule 4.7(a)-1, all of which are binding on the following materials relating Company named therein, and with respect to such Real Property, to the extent which Company is current in Sellers’ possession or control: title insurance policies its respective rent payments and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on is not otherwise in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate default in any material respect any instrument of record or agreement affecting the Real Property;respect.
(iiic) The present use of the Real Property is in compliance in all material respects substantial conformity with all applicable building, zoning, subdivision Laws and other land use or similar Lawswith all deed restrictions, and the Selling Group Company has not received any written notice of violation or claimed violations of such Laws;alleged violation thereof.
(ivd) the applicable Subsidiary of the Seller Group has obtained all There are no material Permits capital expenditures required to use and operate be made by Purchaser in connection with the Real Property in the manner necessary order to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord comply with respect to any all applicable Laws. No portion of the Real Property has suffered any damage by fire or other casualty which heretofore has not been repaired or restored and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;fully paid-for.
(vie) immediately following All requisite certificates of occupancy and other licenses, permits or authorizations with respect to the Closingbuildings, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
structures, facilities (viiincluding any improvements thereto) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from on the Real Property and the occupancy and use thereof have been obtained and are currently in effect.
(f) There are reasonable means of ingress and egress from public roads to any presently existing highways, roads, and rights-of-way on or adjoining the each parcel of Real Property; and.
(viiig) the The Real Property has access to such utilities as are necessary for such property’s occupation and use for the Business.
(h) Seller owns the Premises and has the unbridled right to lease it to Purchaser. Seller is assessed by local property assessors in compliance with the terms of all mortgages on the Premises as a tax parcel or parcels separate from well as all other tax parcelsapplicable building codes.
Appears in 1 contract
Samples: Stock Purchase Agreement (Innovative Food Holdings Inc)
Real Property. Section 3.4(a) Schedule 5.13 contain a true and complete description of the Disclosure Schedule sets forth a list and legal description Real Property. With respect to each parcel of all the Real Property Property:
(a) with respect to any owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies parcel of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary a Company has good and marketable title to the such parcel of Real Property, free and clear of any EncumbrancesLiens, except for Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesLiens;
(iib) with respect to any leased or subleased Real Property, a Company has a valid leasehold or subleasehold interest to such parcel of Real Property, free and clear of any Liens other than Permitted Liens, and assuming compliance by such Company with the use and operation terms of the Real Property in the operation lease or sublease, such Company has a right of the Business does not violate in any material respect any instrument quiet enjoyment of record or agreement affecting the such parcel of Real Property;
(iiid) the Real Property is legal description for such parcel contained in compliance the deed or lease or sublease thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in all material respects with all violation of applicable buildingsetback requirements, zoningzoning 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), subdivision and other land use or similar Lawsdo not encroach on any easement which may burden the land, and the Selling Group has land does not received serve any written notice adjoining property for any purpose inconsistent with the use of violation the land, and the property is not located within any flood plain or claimed violations of such Lawssubject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(ive) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group other than as currently conducted;
(v) disclosed on Schedule 5.13, there are no member of the Seller Group is a landlord with respect leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of the Real Property and no party other than a Subsidiary has use or occupancy or use of any portion of such parcel of Real Property other than the Real PropertyCompanies;
(vif) immediately following the Closing, no person other than one Real Property owned by any Company is subject to any outstanding options or rights of the Subsidiaries will have the right first refusal to possession and use purchase such parcel of the Real Property, or any portion thereof or interest therein, and no Company has any option or right of first refusal to purchase any Real Property leased by any Company;
(viig) there are no member parties (other than the Companies) in possession of such parcel of Real Property, other than tenants under any leases or licenses disclosed in Schedule 5.13;
(h) all facilities located on such parcel of Real Property are supplied with utilities and other services necessary for the Seller Group operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel of Real Property, the facilities are in good order and repair, and in a good, safe, substantial condition, free from defects; all plumbing, heating, electrical and air conditioning systems and equipment and systems therein are in good order and repair and operating condition; the facilities are constructed and completed strictly in compliance with all applicable laws and accepted standards of good materials and workmanship, all electrical, plumbing, heating and air-conditioning and exterior drainage systems, in or on the Real Estate are in good condition and working order;
(i) such parcel of Real Property abuts on and has any knowledge of any fact or condition which would result in the termination of the current direct vehicular access to a public road, or from has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of Real Property to any presently existing highways, roadsProperty, and rightsaccess to the property is provided by paved public right-of-way on or adjoining the Real Propertywith adequate curb cuts available; and
(viiij) the Sellers have delivered to Buyer true and complete copies of any deed, lease or sublease for such parcel of Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsProperty.
Appears in 1 contract
Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)
Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:Schedule 3.9: ------------
(ia) each Subsidiary SouthCom has good good, marketable and marketable insurable title in the Real Property. Attached to Schedule 3.9 are all policies of title insurance ------------ currently existing in favor of SouthCom with respect to the Real Property, free and clear of any Encumbrances, except . Except for Permitted Exceptions andLiens, as there are no Liens, restrictions or encumbrances to title to any portion of the date hereofReal Property. SouthCom has not subjected the Real Property to any easements, Permitted Encumbrancesrights, duties, obligations, covenants, conditions, restrictions, limitations or agreements not of record;
(iib) No Seller has received notice of any pending condemnation or similar proceeding affecting the use Real Property or any portion thereof, and operation to the Knowledge of Sellers, no such action is presently contemplated or threatened;
(c) No Seller has received any written notice from any insurance company of any defects or inadequacies in the Real Property or any part thereof which would adversely affect the insurability of the Real Property in or the operation premiums for the insurance thereof. No Seller has received any notice from any insurance company which has issued or refused to issue a policy with respect to any portion of the Business 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;
(d) There are no parties in possession of any portion of the Real Property other than Sellers, whether as lessees, tenants at will, trespassers or otherwise;
(e) The Real Property and the present use thereof does not violate in any material respect zoning, building, land-use or other federal, state or municipal law, ordinance, regulation or restriction applicable to the Real Property. The current use of the Real Property and all parts thereof as aforesaid does not violate any instrument of record or agreement restrictive covenants affecting the Real Property;
(iiif) the Real Property There is no law, ordinance, order, regulation or requirement now in compliance in all material respects with all applicable buildingexistence, zoningincluding, subdivision and other land use without limitation, any Environmental Law which would require any expenditure to modify or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to improve any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Propertyin order to bring it into substantial compliance therewith;
(vig) immediately following The Real Property has adequate access to and from completed, dedicated and accepted public roads, and there is no pending or, to the ClosingKnowledge of Sellers, no person other than one of the Subsidiaries will have the right to possession and use of the Real Propertythreatened governmental proceeding which would impair or curtail such access;
(viih) no member of the Seller Group has any knowledge of any fact There are presently in existence water, sewer, gas and/or electrical lines or condition which would result in the termination of the current access to or from private systems on the Real Property which have been completed, installed and paid for and which are sufficient to any presently existing highways, roads, and rights-of-way service adequately the current operations of each building or other facility located on or adjoining the Real Property; and
(viiii) There are no structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the building located on the Real Property, and the roof of the building located on the Real Property is assessed by local property assessors as a tax parcel or parcels separate free from all other tax parcelsleaks and in good condition.
Appears in 1 contract
Real Property. Section 3.4(a(i) of the Disclosure Schedule Hosting does not own any Real Property. Networks does not own any Real Property. Hosting is not a party to any agreement or option to purchase any Real Property or interest therein.
(ii) SCHEDULE 3(n)(ii) attached hereto sets forth a true and complete list and legal description of (A) the address of each parcel of all the Real Property owned by each Subsidiary. Neither Seller owns any Leased Real Property that is used or useful held for use by Hosting or Networks in connection with, the Businessoperation of their respective Hosting Business as currently operated by each of them (collectively, the "HOSTING LEASED REAL PROPERTY") and (B) the date and the names of the parties to each Real Property Lease in respect of each parcel of Hosting Leased Real Property (collectively, the "HOSTING REAL PROPERTY LEASES"). Sellers have Hosting and Networks has delivered to VitalStream a true and complete copy of each written Hosting Real Property Lease, and in the Buyers complete and correct copies case of all any oral Hosting Real Property Lease, a written summary of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation material terms of such Hosting Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsProperty Lease. Except as set forth on in Section 3.4(aSCHEDULE 3(n)(ii) of the Disclosure Scheduleattached hereto, with respect to each Hosting Real Property:
(iA) each Subsidiary has good such Hosting Real Property Lease is legal, valid, binding, enforceable and marketable title to the Real Property, free in full force and clear of any Encumbranceseffect, except for Permitted Exceptions andas such enforceability may be limited by (1) applicable insolvency, as of the date hereofbankruptcy, Permitted Encumbrancesreorganization, moratorium or other similar Laws affecting creditors' rights generally and (2) applicable equitable principles (whether considered in a proceeding at law or in equity);
(iiB) the transactions contemplated by this Agreement and the other Transaction Agreements do not require the consent of any other party to such Hosting Real Property Lease (except as set forth in SCHEDULE 3(b) attached hereto), will not result in a breach of or default under such Hosting Real Property Lease, and will not otherwise cause such Hosting Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;
(C) Neither Hosting's nor Network's possession and quiet enjoyment of the Hosting Leased Real Property under such Hosting Real Property Lease has not been disturbed, and there are no disputes with respect to such Hosting Real Property Lease;
(D) Neither Hosting's or Network's, on the one hand, nor, to the Knowledge of Hosting and Networks, any other party to such Hosting Real Property Lease, on the other hand, is in breach or default under such Hosting 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 Hosting Real Property Lease;
(E) Neither Hosting nor Networks owe in the future, any brokerage commissions or finder's fees with respect to such Hosting Real Property Lease;
(F) The other party to such Hosting Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, Hosting or Networks;
(G) Neither Hosting nor Networks has subleased, licensed or otherwise granted any Person the right to use or occupy such Hosting Leased Real Property or any portion thereof;
(H) Neither Hosting nor Networks has collaterally assigned or granted any other Lien in such Hosting Real Property Lease or any interest therein; and
(I) Except as may arise by operation of law or under any Hosting Real Property Lease, there are no Liens on the estate or interest created by such Hosting Real Property Lease.
(iii) All Improvements included in the Hosting Leased Real Property are in good condition and repair and sufficient for the operation of the Real Property Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Hosting Business does not violate in any material respect any instrument of record Hosting and Networks as currently conducted thereon or agreement affecting the Real Property;contemplated to be conducted thereon.
(iiiiv) There is no condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any parcel of Hosting 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 Hosting Leased Real Property or any portion thereof, or the operation of the Hosting Business of Hosting as currently conducted thereon or contemplated to be conducted thereon.
(v) The Hosting Leased Real Property is in compliance in all material respects with all applicable buildingReal Property Laws (including any Environmental, Health and Safety Requirements, zoning, subdivision and other land use planning, subdivision, platting or similar Laws) affecting the Hosting Leased Real Property, and the Selling Group current use and occupancy of the Hosting Leased Real Property and operation of the Hosting Business of Hosting thereon does not violate any Real Property Laws. Neither Hosting nor Networks has not received any written notice of violation of any Real Property Law and there is no basis for the issuance of any such notice or claimed violations the taking of any action for such Laws;
(iv) violation. There is no pending or anticipated change in any Real Property Law that will have a Hosting Material Adverse Effect on the applicable Subsidiary ownership, lease, use or occupancy of any Hosting Leased Real Property or any portion thereof in the continued operation of the Seller Group has obtained all material Permits required to use Hosting Business of Hosting and operate the Real Property in the manner necessary to conduct the Business by the Seller Group Networks as currently conducted;
(v) no member of the Seller Group is a landlord with respect conducted thereon or contemplated to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsbe conducted thereon.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vitalstream Holdings Inc)
Real Property. (a) Neither C&C nor any of the Xxxxx Subsidiaries owns any real property. Section 3.4(a4.16(a) of the Xxxxx Disclosure Schedule sets forth contains a true and correct list of each parcel of real property leased, subleased or occupied to or by C&C or any of the Xxxxx Subsidiaries (the “Xxxxx Leased Real Property”) and legal description includes the parties to such lease or sublease, any amendments thereto, the expiration date of such lease or sublease and any consents, approvals or other documents necessary or required such that each lease and sublease will be in full force and effect and remain binding on all parties thereto in accordance with the terms of such lease or sublease as of the Effective Time.
(b) C&C and the Xxxxx Subsidiaries, as applicable, have valid leasehold interests in all Xxxxx Leased Real Property. C&C and the Xxxxx Subsidiaries, as applicable, have such rights of ingress and egress with respect to such Xxxxx Leased Real Property, buildings, structures, facilities, fixtures and other improvements as are required to conduct the applicable portions of the business of C&C and the Xxxxx Subsidiaries in a safe, efficient and lawful manner consistent with past practice. None of such Xxxxx Leased Real Property, buildings, structures, facilities, fixtures or other improvements, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable statute, law, ordinance, rule or regulation in any material respect.
(c) C&C and the Xxxxx Subsidiaries, as applicable, have a valid and subsisting leasehold estate in and the right to quiet enjoyment of the Xxxxx Leased Real Property for the full term of the lease of such properties. Each lease referred to in Section 4.16(a) of the Xxxxx Disclosure Schedule is a legal, valid and binding agreement, enforceable in accordance with its terms and there is no, and neither C&C nor any of the Xxxxx Subsidiaries has received notice of any, default (or any condition or event that, after notice or lapse of time or both, would constitute a default) thereunder. Neither C&C nor any of the Xxxxx Subsidiaries owes any brokerage commissions with respect to any such leased space (including any contingent obligation in respect of future lease extensions).
(d) C&C has delivered to AFN prior to the execution of this Agreement true and complete copies of all the leases (including any amendments and renewal letters).
(e) The Xxxxx Leased Real Property owned by each Subsidiary. Neither Seller owns any Real Property includes all real property that is used or useful held for use in connection with the Business. Sellers have delivered to the Buyers complete and correct copies of all conduct of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation business of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, C&C and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required Xxxxx Subsidiaries as presently conducted and as presently planned to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently be conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Appears in 1 contract
Real Property. Section 3.4(a(i) of Except for such instruments disclosed by registered title to the Disclosure Schedule sets forth a list and legal description of all Project Real Property, the Real Property owned by each Subsidiary. Neither Seller owns any Agreements are all of the agreements, licences, permits, occupancy agreements, encroachment agreements, easements and declarations and all amendments or supplements thereto, between the Vendor or its Affiliates (other than the Project Real Property that is used Vendor) on the one hand, and other Persons, pursuant to which the Vendor or useful for any of its Affiliates (other than the BusinessProject Real Property Vendor) has any rights with respect to the Project Real Property. Sellers There are no outstanding Defaults (or events which would constitute a Default with the passage of time or giving of notice or both) under the Real Property Agreements on the part of the Vendor or, to the Vendor’s Knowledge, on the part of any other party to the Real Property Agreements. Current and complete copies of the Real Property Agreements have been delivered to the Buyers complete Purchaser and correct copies of all none of the following materials relating to such Real PropertyVendor nor any of its Affiliates, or anyone on its or their behalf, is engaged in any current or pending negotiations with respect to the extent in Sellers’ possession renewal, repudiation or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation amendment of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) any of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesProperty Agreements;
(ii) The Real Property Agreements grant the Vendor the necessary land use rights for the construction, operation and maintenance of the Project as currently contemplated on the Project Real Property. The Project Real Property is all of the real property necessary for the construction, operation and maintenance of the Project as currently contemplated on the Project Real Property. The Vendor has complied with all of its obligations under the Real Property Agreements. All covenants or restrictions, if any, to which any Project Real Property described in the Real Property Agreements is subject have not been breached in any material respect by the entering into, registration or existence of the Real Property Agreements, and the Vendor has not received any notice of violation (or claimed violation) thereof. To the Vendor’s Knowledge, there are no current or proposed expropriation or condemnation proceedings or exercises of rights of eminent domain with respect to any Project Real Property. Except as set out in Schedule 3.1(t)(ii), there are no registered Liens, or to the Vendor’s Knowledge, any other Liens, in respect of the Project Real Property ranking in priority to the Real Property Agreements;
(iii) Each Real Property Agreement has been entered into with the Project Real Property Vendor who was then disclosed as the registered owner of the Project Real Property in the operation records of the Business does not violate Land Registry Office for the Land Registry Division of Manitoulin;
(iv) Each Real Property Agreement creates a valid real property interest in any material respect any instrument of record or agreement affecting the Project Real Property;
(iiiv) the Each Real Property Agreement is in compliance full force and effect in all material respects with all applicable buildingrespects, zoning, subdivision and other land use or similar Lawsis unamended, and no Default has occurred thereunder which is outstanding or which would prevent the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use exercise of any portion options, rights of the Real Propertyrenewal or extensions contained therein;
(vi) immediately following Without limiting the Closingforegoing, no person each Real Property Agreement is a legal, valid and binding agreement and is enforceable against the Project Real Property Vendor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other than one similar laws affecting the enforcement of creditors’ rights generally and subject to the Subsidiaries will have application of general equitable principles and that the right to possession and use availability of specific performance is in the Real Propertydiscretion of a court of competent jurisdiction;
(vii) no member of the Seller Group A notice in prescribed form for each Real Property Agreement has any knowledge of any fact or condition which would result been registered in the termination applicable land registry office against the title to the Project Real Property and is sufficient to give subsequent purchasers for value and encumbrancers of interests in the current access to or from Project Real Property effective notice of the Real Property to any presently existing highways, roadsAgreement and the rights of the Vendor thereunder, and rights-of-way on or adjoining all applicable land transfer taxes payable by the Real PropertyVendor, if any, have been paid; and
(viii) the The Project Real Property is assessed by local property assessors as has legal access to a tax parcel or parcels separate from all other tax parcels.public highway;
Appears in 1 contract
Samples: Asset Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Real Property. (a) Section 3.4(a4.17(a) of the Company Disclosure Schedule sets forth lists the street address of each parcel of real property owned or leased by the Company (collectively, the "Real Property"), together with a list designation as to whether such real property is owned or leased.
(b) Except as described in Section 4.17(b) of the Company Disclosure Schedule, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to any of the Real Property. The Company has made available to Parent true and legal description complete copies, for each parcel of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Propertyit and, to the extent in Sellers’ possession available, for each parcel of Real Property leased or control: subleased by it, all deeds, title insurance policies policies, title reports, surveys, certificates of occupancy, environmental reports and commitments; deeds; encumbrance and easement audits, appraisals, permits, other title documents and other documents and agreements affecting title relating to or for operation of such the Real Property; surveys; as-built construction plans; construction contracts , the operations of the Company thereon or any other uses thereof. The Company is in peaceful and warranties; appraisals; structural inspectionundisturbed possession of each parcel of Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used. There are no condemnation proceedings or eminent domain proceedings of any kind pending or, soilsto the knowledge of the Company, environmental assessment threatened against the Real Property. All existing water, sewer, steam, gas, electricity, telephone and similar reportsother utilities required for the construction, use, occupancy, operation and maintenance of the Real Property are adequate for the conduct of the business of the Company as it has been and currently is conducted. There are no 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 set forth on in Section 3.4(a4.17(b) of the Company Disclosure Schedule, the Company has not leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has the Company assigned its interest under any lease or sublease listed in Section 4.17(b) of the Company Disclosure Schedule to any third party.
(c) The Company has delivered to Parent true and complete copies of all leases and subleases with respect to the Real Property that is leased or subleased by the Company and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments, consents for alterations and documents recording variations and evidence of commencement dates and expiration dates). With respect to each of such leases and subleases:
(i) each Subsidiary has good such lease or sublease, together with all ancillary documents pertaining thereto, is valid and marketable title binding and in full force and effect and represents the entire agreement between the respective landlord and tenant with respect to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancessuch property;
(ii) the use and operation except as otherwise set forth in Section 4.17(c) of the Real Property Company Disclosure Schedule, such lease or sublease will not cease to be valid and binding and in the operation full force and effect on terms identical to those currently in effect as a result of the Business does not violate in any material respect any instrument consummation of record the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or agreement affecting default under such lease or sublease or otherwise give the Real Propertylandlord a right to terminate such lease or sublease;
(iii) except as otherwise disclosed in Section 4.17(c) of the Real Property is in compliance in all material respects Company Disclosure Schedule, with all applicable building, zoning, subdivision and other land use respect to each such lease or similar Laws, and sublease: (A) the Selling Group Company has not received any written notice of violation cancellation or claimed violations termination under such lease or sublease and no lessor has any right of termination or cancellation under such Laws;lease or sublease except upon a breach or default by the Company thereunder, (B) the Company has not received any notice of a breach or default under such lease or sublease, which breach or default has not been cured, and (C) the Company has not granted to any other Person any rights, adverse or otherwise, under such lease or sublease; and
(iv) neither the applicable Subsidiary Company nor, to the knowledge of the Seller Group has obtained all Company and the Stockholders after reasonable investigation, any other party to such lease or sublease, is in breach or default in any material Permits required respect, and, to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member knowledge of the Seller Group is a landlord with respect to any of Company and the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the ClosingStockholders after reasonable investigation, no person other than one event has occurred that, with notice or lapse of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact time would constitute such a breach or condition which would result in the termination of the current access to default or from the Real Property to any presently existing highwayspermit termination, roads, and rights-of-way on modification or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel acceleration under such lease or parcels separate from all other tax parcelssublease.
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Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth SCHEDULE 2 contains a list and legal complete description of all real property currently owned or leased by Seller and Seller's interests therein, including street address (if available), legal description (if available), name of owner (or landlord, in the Real Property owned by each Subsidiarycase of leased property) and use. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered Attached to the Buyers complete and correct copies SCHEDULE 2 are all policies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: currently existing title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation in favor of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title Seller and/or its lenders with respect to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as . The Real Property is all of the date hereofreal property required to operate the Stations in the manner in which they are presently operated. Seller has full legal and practical access to all Real Property, Permitted Encumbrances;
(ii) provided that with respect to the Old Stonehouse Road property, Seller represents and warrants only that it has full practical access to such property. All utilities necessary for Buyer's use and operation of the Real Property are installed and in good working order and, to the best of Seller's knowledge, are subject to valid easements, where necessary. The Real Property, as well as the present uses thereof, conforms in all Page 12 material respects with all material restrictive covenants and with all applicable zoning, environmental, and building codes, laws, rules and regulations. To the best of Seller's knowledge, except as disclosed on SCHEDULE 8 hereto the buildings, towers, guys, ground systems and other fixtures used in the operation of the Business does Stations are free of structural defects, are suitable for their intended use, are in a good state of maintenance and repair (ordinary wear and tear excepted), and do not violate in encroach upon any material respect property; provided, however, that Seller makes no representation and warranty regarding whether the buildings, towers, guys, ground systems and other fixtures located on the Old Stonehouse Road studio property are contained entirely within the bounds of that property and do not encroach upon any instrument of record other property. There is no pending condemnation or agreement similar proceeding affecting the Real Property;Property or any portion thereof, and, to Seller's knowledge, no such action is presently contemplated or threatened.
(iiib) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision SCHEDULE 2 accurately and other land use or similar Lawscompletely lists, and sets forth a description of all real property leases (collectively, the Selling Group has "LEASES") used in the operation of the Stations and the same constitute the only Leases necessary in connection with the conduct of the operations of the Stations as presently conducted. To the best of Seller's knowledge, all of the Leases are legal, valid, binding, enforceable and in full force and effect. Seller is not received in default under any written notice of violation or claimed violations of such Laws;
(iv) Leases, nor to the applicable Subsidiary knowledge of the Seller Group is any other party thereto, and Seller has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member knowledge of the Seller Group is a landlord any present disputes or claims with respect to offsets or defenses by either landlord or tenant against the other under any of the Real Property such Leases. Seller has delivered to Buyer true and no party complete copies of all Leases or other than a Subsidiary has occupancy or use of any portion of instruments pertaining to Seller's interest in the Real Property;.
(vic) immediately following the Closing, no person other than one All of the Subsidiaries will have existing towers used in the right to possession and use operation of the Real Property;
(vii) no member Stations are obstruction-marked and lighted to the extent required by, and in accordance with, the rules and regulations of the Seller Group FAA and the FCC. Appropriate notification to the FAA has any knowledge of any fact or condition which would result in been filed for each such tower where required by the termination of the current access to or from the Real Property to any presently existing highways, roads, FCC's rules and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsregulations.
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Samples: Asset Purchase Agreement (Osborn Communications Corp /De/)
Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns does not own any Real Property that is used or useful for real property in connection with the Business. Sellers have delivered .
(b) With respect to the Buyers complete and correct copies of all of lease underlying the following materials relating to such Real Property, to Leased Property (the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
“Lease”): (i) each Subsidiary Seller has good delivered or made available to Buyer a true and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as complete copy of the date hereofLease (including all amendments, Permitted Encumbrances;
modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, subordination, non-disturbance, and attornment agreements, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates); (ii) the use Seller’s possession and operation quiet enjoyment of the Real Property in real property under the operation of the Business does Lease is not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in currently being disturbed and Seller has all material respects with all applicable building, zoning, subdivision easements and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner rights necessary to conduct the Business by in a manner consistent with past practices; (iii) to Seller’s Knowledge, there are no disputes with respect to or defaults under the Seller Group as currently conducted;
Lease; (iv) to Seller’s Knowledge, the buildings, plants, improvements and structures, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors of the real property under the Lease, are in good operating condition and repair, subject only to ordinary wear and tear; (v) no member of the Seller Group is a landlord with respect has not subleased, licensed or otherwise granted to any of person the Real right to use or occupy the Leased Property and no party or any portion thereof (other than as contemplated by the Sublease); and (vi) Seller has not collaterally assigned or granted any other security interest in such Lease or any interest therein.
(c) To Seller’s Knowledge, (i) all the Leased Property is occupied under a Subsidiary has valid and current certificate of occupancy or use similar permit, (ii) the transactions contemplated by this Agreement and the Transaction Documents will not require the issuance of any new or amended certificate of occupancy, and (iii) subject to the receipt of any necessary landlord consents to the actions contemplated by this Agreement, there are no facts that would prevent the portion of the Real Property;
(vi) Leased Property subject to the Sublease from being occupied by Buyer after the Closing substantially in the same manner as occupied by Seller immediately following prior to the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
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