Schedule 4. 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries 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 "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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a): (a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; (b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto; (c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof; (d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and (e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b): (i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and (ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Centerprise Advisors Inc), Merger Agreement (Centerprise Advisors Inc)
Schedule 4. 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlordLandlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b):
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Centerprise Advisors Inc), Merger Agreement (Centerprise Advisors Inc)
Schedule 4. 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries 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 "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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, thereto and (d) Liens, assessments, assessments and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b):
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Centerprise Advisors Inc), Merger Agreement (Centerprise Advisors Inc)
Schedule 4. 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlordLandlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, tax and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b):
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Centerprise Advisors Inc), Merger Agreement (Centerpoint Advisors Inc)
Schedule 4. 14.113.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"), and all facilities thereon. Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 person or entity has granted to the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlordLandlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "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 estate) other than (a) mortgages shown on the 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) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which is substantial in amount, materially detracts from the value or impairs the current use of the property subject thereto, or impairs the operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-.
13.1 2(a):): -----------
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge knowledge of the Stockholder or the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there the buildings, plants, improvements, structures and fixtures owned, leased or used by the Company or one of the Company Subsidiaries at the Owned Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; the Owned Property is no properly zoned for its use by the Company or one of the Company Subsidiaries (without being a legal nonconforming use or subject to a conditional use permit), and is not, to the knowledge of the Stockholder or the Company, in violation of any covenantzoning, conditionsubdivision, restrictionhealth, easement safety, landmark preservation, wetlands preservation, building, environmental, land use or agreement other ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record; nor has any notice of any Governmental Authority claimed violation of any such ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record been served on the Company or any Company Subsidiary; and neither the Company nor any Company Subsidiary has received notice of, and to the knowledge of the Stockholder or the Companies there has not been, any change in such zoning, subdivision, health, safety, landmark preservation, wetlands preservation, building, environmental, land use or other ordinances, laws, codes or regulations that affects the Company's or any Company Subsidiary's use of such Owned Property or the ownership, operation, (without regard to any non-conforming use or occupancy thereofother so-called "grandfather" provision);
(d) since January 1, 1997, neither the Company nor any Company Subsidiary has received notice of any increase in the assessed valuation of the Owned Property nor notice of any contemplated special assessment; Schedule 4.13.1-2(a) contains a true and -------------------- correct description of all pending proceedings to reduce the general real estate taxes against the Owned Property; none of the Owned Property is located in a special service district, special service area, tax increment financing district or similar district or area, or to the knowledge of the Stockholder or the Company, subject to a threatened special assessment; and, to the knowledge of the Stockholder or the Company, none of the Owned Property is located in an area for which federal flood risk insurance is necessary;
(e) all facilities located on any parcel of the Owned Property are 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 such facilities, all of which services are adequate to conduct that portion of the Business conducted at each of such facilities and such facilities are, to the knowledge of the Stockholder or the Company, maintained in accordance with all laws, ordinances, rules and regulations applicable to the Company, any Company Subsidiary or the Owned Property;
(f) none of the Stockholder, the Company or the Company Subsidiaries 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 Owned Property relating to the use, operation or maintenance of such facility or any adjacent real property;
(g) neither the Company nor any Company Subsidiary is a lessor under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which the Company or Company Subsidiary has granted to any party or parties the right to use or occupy all or any portion of the Owned Property;
(h) to the knowledge of the Stockholder or the Company, all alterations, rehabilitations, structures, or improvements comply with the provisions of the Americans with Disabilities Act, 42 USCA 1210, et seq. and 28 CFR Part 36 (the "ADA"), after giving effect to applicable "grandfather" provisions;
(i) there are no material defects in any improvements on or to the Owned Property;
(j) to the knowledge of the Stockholder or the Company, the buildings, plants, improvements, structures, and fixtures on the Owned Property are free from regulated quantities of asbestos;
(k) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of or contains any Owned Property is omitted from the appropriate tax rolls; andparcel;
(el) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to ; and
(m) the Leased Propertybuildings, except as reflected plants, and structures on Schedule 4.14.1-2(b):the Owned Property are free from flooding and leaks.
(i) the Company and/or or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed exclusive possession thereof and, to the Knowledge knowledge of the Stockholder or the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and;
(ii) to the Knowledge knowledge of the Stockholder or the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto;
(iii) to the knowledge of the Stockholder or the Company, the buildings, plants, improvements, structures and fixtures at the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; the Leased Property is not, to the knowledge of the Stockholder or the Company, 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 the Company or any Company Subsidiary;
(iv) the Leased 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 Property is, to the knowledge of the Stockholder or the Company, maintained in all material respects in accordance with all Laws applicable to the Company, any Company Subsidiary or the Leased Property;
(v) none of the Stockholder, the Company or the Company Subsidiaries is a party to any written or oral agreement or undertaking with owners or users of properties adjacent to the Leased Property relating to the use, operation or maintenance of such facility or any adjacent real property;
(vi) neither the Company nor any Company Subsidiary is a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which the Company or Company Subsidiary has granted to any party or parties the right to use or occupy all or any portion of the Leased Property;
(vii) to the extent that the Company or any Company Subsidiary has responsibility under the lease(s) for the Leased Property for compliance with the provisions of the ADA, to the knowledge of the Stockholder or the Company, all alterations, rehabilitations, structures, or improvements in the Leased Property comply with the ADA after giving effect to applicable "grandfather" provisions;
(viii) to the knowledge of the Stockholder or the Company, there are no material defects in any improvements on or to the Leased Property;
(ix) to the knowledge of the Stockholder or the Company, the Leased Property is free from regulated quantities of asbestos; and
(x) to the knowledge of the Stockholder or the Company, the Leased Property is free from flooding and leaks.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass International Services Corp)
Schedule 4. 14.113.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"), and all facilities thereon. Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 person or entity has granted to the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlordLandlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "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 estate) other than (a) mortgages shown on the 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) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which is substantial in amount, materially detracts from the value or impairs the current use of the property subject thereto, or impairs the operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-.
4.13.1 2(a):): -----------
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge knowledge of the Stockholders or the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there the buildings, plants, improvements, structures and fixtures owned, leased or used by the Company or one of the Company Subsidiaries at the Owned Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; the Owned Property is no properly zoned for its use by the Company or one of the Company Subsidiaries (without being a legal nonconforming use or subject to a conditional use permit), and is not, to the knowledge of the Stockholders or the Company, in violation of any covenantzoning, conditionsubdivision, restrictionhealth, easement safety, landmark preservation, wetlands preservation, building, environmental, land use or agreement other ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record; nor has any notice of any Governmental Authority claimed violation of any such ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record been served on the Company or any Company Subsidiary; and neither the Company nor any Company Subsidiary has received notice of, and to the knowledge of the Stockholders or the Companies there has not been, any change in such zoning, subdivision, health, safety, landmark preservation, wetlands preservation, building, environmental, land use or other ordinances, laws, codes or regulations that affects the Company's or any Company Subsidiary's use of such Owned Property or the ownership, operation, (without regard to any non-conforming use or occupancy thereofother so- called "grandfather" provision);
(d) since January 1, 1997, neither the Company nor any Company Subsidiary has received notice of any increase in the assessed valuation of the Owned Property nor notice of any contemplated special assessment; Schedule 4.13.1-2(a) contains a true and correct description of all pending -------------------- proceedings to reduce the general real estate taxes against the Owned Property; none of the Owned Property is located in a special service district, special service area, tax increment financing district or similar district or area, or to the knowledge of the Stockholders or the Company, subject to a threatened special assessment; and, to the knowledge of the Stockholders or the Company, none of the Owned Property is located in an area for which federal flood risk insurance is necessary;
(e) all facilities located on any parcel of the Owned Property are 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 such facilities, all of which services are adequate to conduct that portion of the Business conducted at each of such facilities and such facilities are, to the knowledge of the Stockholders or the Company, maintained in accordance with all laws, ordinances, rules and regulations applicable to the Company, any Company Subsidiary or the Owned Property;
(f) none of the Stockholders, the Company or the Company Subsidiaries 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 Owned Property relating to the use, operation or maintenance of such facility or any adjacent real property;
(g) neither the Company nor any Company Subsidiary is a lessor under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which the Company or Company Subsidiary has granted to any party or parties the right to use or occupy all or any portion of the Owned Property;
(h) to the knowledge of the Stockholders or the Company, all alterations, rehabilitations, structures, or improvements comply with the provisions of the Americans with Disabilities Act, 42 USCA 1210, et seq. and 28 CFR Part 36 (the "ADA"), after giving effect to applicable "grandfather" provisions;
(i) there are no material defects in any improvements on or to the Owned Property;
(j) to the knowledge of the Stockholders or the Company, the buildings, plants, improvements, structures, and fixtures on the Owned Property are free from regulated quantities of asbestos;
(k) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of or contains any Owned Property is omitted from the appropriate tax rolls; andparcel;
(el) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to ; and
(m) the Leased Propertybuildings, except as reflected plants, and structures on Schedule 4.14.1-the Owned Property are free from flooding and leaks.
13.1 2(b):): -----------
(i) the Company and/or or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed exclusive possession thereof and, to the Knowledge knowledge of the Stockholders or the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and;
(ii) to the Knowledge knowledge of the Stockholders or the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto;
(iii) to the knowledge of the Stockholders or the Company, the buildings, plants, improvements, structures and fixtures at the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; the Leased Property is not, to the knowledge of the Stockholders or the Company, 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 the Company or any Company Subsidiary;
(iv) the Leased 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 Property is, to the knowledge of the Stockholders or the Company, maintained in all material respects in accordance with all Laws applicable to the Company, any Company Subsidiary or the Leased Property;
(v) none of the Stockholders, the Company or the Company Subsidiaries is a party to any written or oral agreement or undertaking with owners or users of properties adjacent to the Leased Property relating to the use, operation or maintenance of such facility or any adjacent real property;
(vi) neither the Company nor any Company Subsidiary is a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which the Company or Company Subsidiary has granted to any party or parties the right to use or occupy all or any portion of the Leased Property;
(vii) to the extent that the Company or any Company Subsidiary has responsibility under the lease(s) for the Leased Property for compliance with the provisions of the ADA, to the knowledge of the Stockholders or the Company, all alterations, rehabilitations, structures, or improvements in the Leased Property comply with the ADA after giving effect to applicable "grandfather" provisions;
(viii) to the knowledge of the Stockholders or the Company, there are no material defects in any improvements on or to the Leased Property;
(ix) to the knowledge of the Stockholders or the Company, the Leased Property is free from regulated quantities of asbestos; and
(x) to the knowledge of the Stockholders or the Company, the Leased Property is free from flooding and leaks.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass International Services Corp)
Schedule 4. 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries 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 "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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b):
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-quasi- public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
Schedule 4. 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries 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 "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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
): (a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b):
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
Schedule 4. 14.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned PropertyOWNED PROPERTY") and all real property leased by the Company (the "Leased PropertyLEASED PROPERTY"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries 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 "Real PropertyREAL 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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, assessments and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b):
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
Schedule 4. 14.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned PropertyOWNED PROPERTY") and all real property leased by the Company (the "Leased PropertyLEASED PROPERTY"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries 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 "Real PropertyREAL 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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, thereto and (d) Liens, assessments, assessments and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-.
14.1 2(a):): -----------
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Seller or the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-.
14.1 2(b):): -----------
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Seller or the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Seller or the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
Schedule 4. 14.1-1 is a correct and complete list, and a ----------------- brief description of, all real estate in which the Seller, the Company or any of the Company Subsidiaries has an ownership interest (the "Owned PropertyOWNED PROPERTY") and all real property leased by the Seller and the Company (the "Leased PropertyLEASED PROPERTY"). Except as lessee of Leased Property, neither the Seller, the Company nor any Company Subsidiary 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 the Seller, the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Seller, the Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlordLandlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "Real PropertyREAL 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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the CompanySeller, any the Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, thereto and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Seller, the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-.
14.1 2(a):): -----------
(a) the Seller, the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the CompanySeller, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-.
14.1 2(b):): -----------
(i) the Seller, the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the CompanySeller, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the CompanySeller, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
Schedule 4. 14.113.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"), and all facilities thereon. Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 person or entity has granted to the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlordLandlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "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 estate) other than (a) mortgages shown on the 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) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which is substantial in amount, materially detracts from the value or impairs the current use of the property subject thereto, or impairs the operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-.
4.13.1 2(a):): -----------
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge knowledge of the Stockholders or the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there the buildings, plants, improvements, structures and fixtures owned, leased or used by the Company or one of the Company Subsidiaries at the Owned Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; the Owned Property is no properly zoned for its use by the Company or one of the Company Subsidiaries (without being a legal nonconforming use or subject to a conditional use permit), and is not, to the knowledge of the Stockholders or the Company, in violation of any covenantzoning, conditionsubdivision, restrictionhealth, easement safety, landmark preservation, wetlands preservation, building, environmental, land use or agreement other ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record; nor has any notice of any Governmental Authority claimed violation of any such ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record been served on the Company or any Company Subsidiary; and neither the Company nor any Company Subsidiary has received notice of, and to the knowledge of the Stockholders or the Companies there has not been, any change in such zoning, subdivision, health, safety, landmark preservation, wetlands preservation, building, environmental, land use or other ordinances, laws, codes or regulations that affects the Company's or any Company Subsidiary's use of such Owned Property or the ownership, operation, (without regard to any non-conforming use or occupancy thereofother so-called "grandfather" provision);
(d) since January 1, 1997, neither the Company nor any Company Subsidiary has received notice of any increase in the assessed valuation of the Owned Property nor notice of any contemplated special assessment; Schedule 4.13.1-2(a) contains a true and correct description of all pending -------------------- proceedings to reduce the general real estate taxes against the Owned Property; none of the Owned Property is located in a special service district, special service area, tax increment financing district or similar district or area, or to the knowledge of the Stockholders or the Company, subject to a threatened special assessment; and, to the knowledge of the Stockholders or the Company, none of the Owned Property is located in an area for which federal flood risk insurance is necessary;
(e) all facilities located on any parcel of the Owned Property are 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 such facilities, all of which services are adequate to conduct that portion of the Business conducted at each of such facilities and such facilities are, to the knowledge of the Stockholders or the Company, maintained in accordance with all laws, ordinances, rules and regulations applicable to the Company, any Company Subsidiary or the Owned Property;
(f) none of the Stockholders, the Company or the Company Subsidiaries 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 Owned Property relating to the use, operation or maintenance of such facility or any adjacent real property;
(g) neither the Company nor any Company Subsidiary is a lessor under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which the Company or Company Subsidiary has granted to any party or parties the right to use or occupy all or any portion of the Owned Property;
(h) to the knowledge of the Stockholders or the Company, all alterations, rehabilitations, structures, or improvements comply with the provisions of the Americans with Disabilities Act, 42 USCA 1210, et seq. and 28 CFR Part 36 (the "ADA"), after giving effect to applicable "grandfather" provisions;
(i) there are no material defects in any improvements on or to the Owned Property;
(j) to the knowledge of the Stockholders or the Company, the buildings, plants, improvements, structures, and fixtures on the Owned Property are free from regulated quantities of asbestos;
(k) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of or contains any Owned Property is omitted from the appropriate tax rolls; andparcel;
(el) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to ; and
(m) the Leased Propertybuildings, except as reflected plants, and structures on Schedule 4.14.1-the Owned Property are free from flooding and leaks.
13.1 2(b):): -----------
(i) the Company and/or or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed exclusive possession thereof and, to the Knowledge knowledge of the Stockholders or the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and;
(ii) to the Knowledge knowledge of the Stockholders or the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto;
(iii) to the knowledge of the Stockholders or the Company, the buildings, plants, improvements, structures and fixtures at the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; the Leased Property is not, to the knowledge of the Stockholders or the Company, 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 the Company or any Company Subsidiary;
(iv) the Leased 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 Property is, to the knowledge of the Stockholders or the Company, maintained in all material respects in accordance with all Laws applicable to the Company, any Company Subsidiary or the Leased Property;
(v) none of the Stockholders, the Company or the Company Subsidiaries is a party to any written or oral agreement or undertaking with owners or users of properties adjacent to the Leased Property relating to the use, operation or maintenance of such facility or any adjacent real property;
(vi) neither the Company nor any Company Subsidiary is a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which the Company or Company Subsidiary has granted to any party or parties the right to use or occupy all or any portion of the Leased Property;
(vii) to the extent that the Company or any Company Subsidiary has responsibility under the lease(s) for the Leased Property for compliance with the provisions of the ADA, to the knowledge of the Stockholders or the Company, all alterations, rehabilitations, structures, or improvements in the Leased Property comply with the ADA after giving effect to applicable "grandfather" provisions;
(viii) to the knowledge of the Stockholders or the Company, there are no material defects in any improvements on or to the Leased Property;
(ix) to the knowledge of the Stockholders or the Company, the Leased Property is free from regulated quantities of asbestos; and
(x) to the knowledge of the Stockholders or the Company, the Leased Property is free from flooding and leaks.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass International Services Corp)
Schedule 4. 14.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned PropertyOWNED PROPERTY") and all real property leased by the Company (the "Leased PropertyLEASED PROPERTY"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries 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 "Real PropertyREAL 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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, thereto and (d) Liens, assessments, assessments and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-.
14.1 2(a):): -----------
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-.
14.1 2(b):): -----------
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
Schedule 4. 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Seller, the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Seller and the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Seller, the Company nor any Company Subsidiary 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 the Seller, the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Seller, the Company or one or more of the Company Subsidiaries 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 "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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Seller, the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, thereto and (d) Liens, assessments, assessments and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Seller, the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
(a) the Seller, the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the CompanySeller, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-roll- back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b):
(i) the Seller, the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the CompanySeller, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the CompanySeller, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
Schedule 4. 14.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned PropertyOWNED PROPERTY") and all real property leased by the Company (the "Leased PropertyLEASED PROPERTY"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries 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 "Real PropertyREAL 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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-.
14.1 2(a):): -----------
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of Seller or the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-.
14.1 2(b):): -----------
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of Seller or the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of Seller or the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
Schedule 4. 14.113.1-1 is a correct and complete list, and a ----------------- brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"), and all facilities thereon. Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 person or entity has granted to the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlordLandlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "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 estate) other than (a) mortgages shown on the 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) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which is substantial in amount, materially detracts from the value or impairs the current use of the property subject thereto, or impairs the operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-.
4.13.1 2(a):): -----------
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge knowledge of the Stockholders or the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there the buildings, plants, improvements, structures and fixtures owned, leased or used by the Company or one of the Company Subsidiaries at the Owned Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; the Owned Property is no properly zoned for its use by the Company or one of the Company Subsidiaries (without being a legal nonconforming use or subject to a conditional use permit), and is not, to the knowledge of the Stockholders or the Company, in violation of any covenantzoning, conditionsubdivision, restrictionhealth, easement safety, landmark preservation, wetlands preservation, building, environmental, land use or agreement other ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record; nor has any notice of any Governmental Authority claimed violation of any such ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record been served on the Company or any Company Subsidiary; and neither the Company nor any Company Subsidiary has received notice of, and to the knowledge of the Stockholders or the Companies there has not been, any change in such zoning, subdivision, health, safety, landmark preservation, wetlands preservation, building, environmental, land use or other ordinances, laws, codes or regulations that affects the Company's or any Company Subsidiary's use of such Owned Property or the ownership, operation, (without regard to any non-conforming use or occupancy thereofother so-called "grandfather" provision);
(d) since January 1, 1997, neither the Company nor any Company Subsidiary has received notice of any increase in the assessed valuation of the Owned Property nor notice of any contemplated special assessment; Schedule 4.13.1-2(a) contains a true and correct description of all -------------------- pending proceedings to reduce the general real estate taxes against the Owned Property; none of the Owned Property is located in a special service district, special service area, tax increment financing district or similar district or area, or to the knowledge of the Stockholders or the Company, subject to a threatened special assessment; and, to the knowledge of the Stockholders or the Company, none of the Owned Property is located in an area for which federal flood risk insurance is necessary;
(e) all facilities located on any parcel of the Owned Property are 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 such facilities, all of which services are adequate to conduct that portion of the Business conducted at each of such facilities and such facilities are, to the knowledge of the Stockholders or the Company, maintained in accordance with all laws, ordinances, rules and regulations applicable to the Company, any Company Subsidiary or the Owned Property;
(f) none of the Stockholders, the Company or the Company Subsidiaries 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 Owned Property relating to the use, operation or maintenance of such facility or any adjacent real property;
(g) neither the Company nor any Company Subsidiary is a lessor under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which the Company or Company Subsidiary has granted to any party or parties the right to use or occupy all or any portion of the Owned Property;
(h) to the knowledge of the Stockholders or the Company, all alterations, rehabilitations, structures, or improvements comply with the provisions of the Americans with Disabilities Act, 42 USCA 1210, et seq. and 28 CFR Part 36 (the "ADA"), after giving effect to applicable "grandfather" provisions;
(i) there are no material defects in any improvements on or to the Owned Property;
(j) to the knowledge of the Stockholders or the Company, the buildings, plants, improvements, structures, and fixtures on the Owned Property are free from regulated quantities of asbestos;
(k) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of or contains any Owned Property is omitted from the appropriate tax rolls; andparcel;
(el) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to ; and
(m) the Leased Propertybuildings, except as reflected plants, and structures on Schedule 4.14.1-the Owned Property are free from flooding and leaks.
13.1 2(b):): -----------
(i) the Company and/or or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed exclusive possession thereof and, to the Knowledge knowledge of the Stockholders or the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and;
(ii) to the Knowledge knowledge of the Stockholders or the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto;
(iii) to the knowledge of the Stockholders or the Company, the buildings, plants, improvements, structures and fixtures at the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; the Leased Property is not, to the knowledge of the Stockholders or the Company, 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 the Company or any Company Subsidiary;
(iv) the Leased 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 Property is, to the knowledge of the Stockholders or the Company, maintained in all material respects in accordance with all Laws applicable to the Company, any Company Subsidiary or the Leased Property;
(v) none of the Stockholders, the Company or the Company Subsidiaries is a party to any written or oral agreement or undertaking with owners or users of properties adjacent to the Leased Property relating to the use, operation or maintenance of such facility or any adjacent real property;
(vi) neither the Company nor any Company Subsidiary is a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which the Company or Company Subsidiary has granted to any party or parties the right to use or occupy all or any portion of the Leased Property;
(vii) to the extent that the Company or any Company Subsidiary has responsibility under the lease(s) for the Leased Property for compliance with the provisions of the ADA, to the knowledge of the Stockholders or the Company, all alterations, rehabilitations, structures, or improvements in the Leased Property comply with the ADA after giving effect to applicable "grandfather" provisions;
(viii) to the knowledge of the Stockholders or the Company, there are no material defects in any improvements on or to the Leased Property;
(ix) to the knowledge of the Stockholders or the Company, the Leased Property is free from regulated quantities of asbestos; and
(x) to the knowledge of the Stockholders or the Company, the Leased Property is free from flooding and leaks.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass International Services Corp)
Schedule 4. 14.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned PropertyOWNED PROPERTY") and all real property leased by the Company (the "Leased PropertyLEASED PROPERTY"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary 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 the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlordLandlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "Real PropertyREAL 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 estate) other than (a) mortgages shown on the 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, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, if any, except as reflected on Schedule 4.14.1-2(a):): --------------------
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, tax and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-.
14.1 2(b):): -----------
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Appears in 1 contract
