Title to and Condition of Real Property. (a) Schedule 7.5(a) contains descriptions of all of the fee simple interests in real property owned by the Sellers (the "Owned Real Property"). With respect to each parcel of Owned Real Property: (i) as of Closing, such parcel is free and clear of all Liens (other than any Permitted Lien) and the Sellers have good and marketable fee simple title thereto; (ii) except as set forth in Schedule 7.5(b), there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein. The Real Property listed in Schedule 7.5(a) and Schedule 7.5(b) includes all such properties necessary to conduct the business and operation of the Stations as now conducted.
(b) The leases and subleases described on Schedule 7.5(b) constitute all of the leases to which the Sellers are a party (the "Leases"). Each Lease is in full force and effect and the Sellers hold a valid and existing leasehold or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Real Property constitutes all of the interests in real property held or used by the Sellers and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers are not in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default of the Sellers or permit termination, modification or acceleration of, such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse...
Title to and Condition of Real Property. Neither Dynamotion nor any Previous Subsidiary has ever owned any real property, and Dynamotion does not now own any real property. Schedule 3.
Title to and Condition of Real Property. (a) Schedule 1.2(b) contains descriptions of all of Seller's interests, including leasehold interests, easements and rights in and agreements with respect to the Real Property. The Real Property and the use thereof by Seller comply in all respects with all applicable laws, statutes, ordinances, rules and regulations of federal, state and local governmental authorities, including, without limitation, those relating to zoning. All improvements upon the Real Property and the present use thereof at Closing comply or conform in all material respects with all deed restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and no permits, licenses or certificates pertaining to ownership or operation of the Real Property, other than those that are transferable with the Real Property, are required by any federal, state or local government, agency, board or other governmental authority having jurisdiction over the Real Property. All improvements are in good working condition and repair, insurable at standard rates, and in compliance with the rules and regulations of the FCC, the Federal Aviation Administration and all other applicable federal, state and local statutes, ordinances, rules and regulations. There are no structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the improvements on the Real Property. All towers located upon the Real Property are structurally sound, comply with current wind-loading requirements and not be in need of repair or maintenance. There are no modifications or improvements to the Real Property required to bring it into compliance with any law, notwithstanding that Seller's current operations on the Real Property may be grandfathered or otherwise subject to an exception, exemption or waiver. Seller has paid, or shall have paid prior to Closing all amounts owed to any contractor, architect or subcontractor for labor or materials performed, rendered or supplied in connection with the Real Property, all contributions required to have been paid by a landlord or Seller in connection with the construction of, or modification to, any leased Real Property have been paid.
(b) Seller has not received any notice of any appropriation, eminent domain proceeding, condemnation or like proceeding, or of any violation of any applicable zoning law, regulation or other law, order, regulation or requirement affecting the Real Property or the improvements thereon,...
Title to and Condition of Real Property. (a) Seller does not own any fee title in any real property used or held for use in the Business.
(b) Except as disclosed on Schedule 5.17(b), as to all of the Leased Real Property, Seller holds a valid leasehold interest in such property, not subject or subordinate to any Lien, except for Permitted Liens.
(c) Schedule 5.17(c)(i) identifies all the Leased Real Property and the parties to each of the Leases. To Seller’s Knowledge, all of the Leased Real Property is zoned so as to permit the current use of such property. To Seller’s Knowledge, all buildings, improvements (and the structural elements and mechanical systems thereof), fixtures, machinery, equipment and systems that are a part of, or located on, the Leased Real Property are in good condition and repair and in good working order, ordinary wear and tear excepted, and except, in each case, where a failure to be in such condition would not reasonably be expected to be material to the operation of the Systems, assuming Buyer continues to conduct the business and operations of the Systems as currently conducted.
(d) Seller has made available to Buyer true and complete copies of all Leases (including any and all amendments or modifications).
(e) Except as disclosed on Schedule 5.17(e), (i) Seller is in compliance in all respects with the easements on the Leased Real Property, and, (ii) to Seller’s Knowledge, no event or circumstance has occurred that with notice, lapse of time, or both would constitute an event of default thereunder by Seller, in each case except for any noncompliance or default which has not had and would not, or would not reasonably be expected to, have a Material Adverse Effect.
Title to and Condition of Real Property. Within ten (10) days after Seller receives the Call Notice or Buyer receives the Put Notice, Seller shall deliver to Buyer a true and complete description of all the Real Property and the Company's interests therein. The Real Property shall comprise all real property interests necessary to conduct the business and operations of the Station as then conducted and for the lawful broadcasting by the Company from the Tower Site as contemplated by the Construction Permit, as modified by the Modification Application. The Company shall have good and marketable fee simple title, insurable at standard rates, to all fee estates (including the improvements thereon) included in the Real Property, free and clear of all liens, mortgages, pledges, covenants, easements, restrictions, encroachments, leases, charges, and other claims and encumbrances of any nature whatsoever, and without reservation or exclusion of any mineral, timber, or other rights or interests, except for liens for real estate taxes not yet due and payable. All Real Property (including the improvements thereon) (i) shall be in good condition and repair consistent with its present use, (ii) shall be available for immediate use in the conduct of the business and operations of the Station, and (iii) shall comply with all applicable building or zoning codes and the regulations of any governmental authority having jurisdiction.
Title to and Condition of Real Property. Schedule 1.2A lists all of the Cox Real Property used in the operation of the Cox Stations, and Cox has good and marketable title, or valid and subsisting leasehold interests, in and to the Cox Real Property. All of the Cox Real Property is owned free and clear of all Liens except for Permitted Liens. Except as disclosed on Schedule 5.8, with respect to each leasehold or subleasehold interest included in the Cox Real Property, so long as Cox fulfills its obligations under the lease therefor, Cox has enforceable rights to nondisturbance and quiet enjoyment, and no third party holds any interest in the leased premises with the right to foreclose upon Cox'x xxxsehold or subleasehold interest. All improvements on the Cox Real Property are in compliance with applicable zoning and land use laws, ordinances and regulations in all respects necessary to conduct the operation of the Cox Stations operating thereon as presently conducted, except for any instances of noncompliance which do not and will not in the aggregate have a material adverse effect on the owner or lessee, as the case may be, of such Cox Real Property. All such improvements are in good working condition and repair, are insurable at standard rates, and comply in all material respects with FCC rules and regulations and all other applicable Federal, state and local statutes, ordinances and regulations. All of the transmitting towers, ground radials, guy anchors, transmitter buildings and related improvements located on the Cox Real Property are located entirely on the Cox Real Property. Cox has no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Cox Real Property.
Title to and Condition of Real Property. SCHEDULE 2.5 contains descriptions of all the real property owned or leased by the Company (including the location of all improvements thereon), which comprises all real property interests necessary to conduct the business or operations of the Station as now conducted (the "Real Property"). The Company has good and marketable fee simple title to all of the fee estates listed in SCHEDULE 2.5 free and clear of all liens, mortgages, pledges, covenants, easements, restrictions, encroachments, leases, charges, and other claims and encumbrances except for: (i) mortgages or security interests securing Liabilities reflected on the December 31, 1996 balance sheet included in the Audited Financials, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists; (ii) liens for real estate taxes not yet due and payable; (iii) easements, rights-of-way, restrictions of record and other items as disclosed on SCHEDULE 2.5; (iv) mechanics' liens and other claims or encumbrances which will be removed prior to or at Closing in accordance with Section 4.1 hereof; and (v) minor imperfections of title which do not materially detract from the value of the Real Property and which will not materially interfere with the use of the Real Property in the manner presently used by the Company in the ordinary course of its business. The improvements upon any Real Property conform in all material respects to all lease restrictions, restrictive covenants, and zoning ordinances. To the Company's and Selling Shareholders' respective Knowledge, no condemnation or construction is pending or proposed which might have a materially adverse affect on the use and value of the Real Property. The leases, agreements and contracts for non-fee estates listed on SCHEDULE 2.5 constitute valid and binding obligations of the Company, and to the Company's and Selling Shareholders' respective Knowledge, of all other parties thereto and are in full force and effect. The Company is not in material default under any of such leases, agreements or contracts, and to the Company's and Selling Shareholders' respective Knowledge, the other parties to such leases, agreements and contracts are not in material default thereunder. Other than the Company and the Company's Affiliates and except for those parties set forth on SCHEDULE 2.5, there are no parties in possession of any portion of the Real Property, whether as lessees, tenants at will, trespassers or othe...
Title to and Condition of Real Property. Seller owns no Real Property. All Real Property consists of leasehold interests only. Schedule 3.5 contains a complete and accurate description of all Real Property and Seller's interests therein (including street address, legal description, owner, and use and the location of all improvements thereon). The Real Property listed on Schedule 3.5 comprises all real property interests necessary to conduct the business and operations of the Station as now conducted. With respect to each leasehold or subleasehold interest included in the Real Property being conveyed under this Agreement so long as Seller fulfills its obligations under the lease therefor, Seller has enforceable rights to nondisturbance and quiet enjoyment, and to the best of Seller's knowledge, no third party holds any interest in the leased premises with the right to foreclose upon Seller's leasehold or subleasehold interest. All towers, guy anchors, and buildings and other improvements included in the Assets are located entirely on the Real Property listed in Schedule 3.5. All Real Property (including the improvements thereon) (i) is in good condition and repair consistent with its present use, (ii) is available for immediate use in the conduct of the business and operations of the Station, and (iii) complies in all material respects with all applicable building or zoning codes and the regulations of any governmental authority having jurisdiction. Seller has full legal and practical access to the Real Property.
Title to and Condition of Real Property. Neither the Company nor any Subsidiary owns any real property. SCHEDULE 7.10 contains a list of all real property leased by the Company or any Subsidiary (the "Real Property"), including the dates of and parties to all leases and any amendments thereof. To the knowledge of the Company, all Real Property (including improvements thereon) is in satisfactory condition and repair consistent with its present use, and is available for immediate use in the conduct of the Company's business. Neither the operations of the Company or any Subsidiary on any Real Property, nor any improvements on the Real Property, violates in any material respect any applicable building or zoning code or regulation of any governmental authority having jurisdiction. The Real Property includes all such property necessary to conduct the business of the Company or any Subsidiary, as applicable.
Title to and Condition of Real Property. Schedule 3.5 contains a complete and accurate description of all the Real Property and Seller's interests therein (including street address, legal description, owner, and use and the location of all improvements thereon). The Real Property listed on Schedule 3.5 comprises all real property interests necessary to conduct the business and operations of the Station as now conducted. Seller has good and marketable fee simple title, insurable at standard rates, to all fee estates (including the improvements thereon) included in the Real Property, free and clear of all Encumbrances, and without reservation or exclusion of any mineral, timber, or other similar rights or interests, except for (a) Permitted Encumbrances, and (b) such Encumbrances which shall be released at Closing. With respect to each leasehold or subleasehold interest included in the Real Property being conveyed under this Agreement, as of the TBA Date, the lease or sublease creating such interest is in full force and effect and the Seller knows of no defaults under such lease or the existence of any event which, after the passage of time and applicable notice or cure periods, would constitute a default under such lease or sublease. All towers, guy anchors, and buildings and other improvements included in the Assets are located entirely on the Real Property listed in Schedule 3.5. Seller has delivered to Buyer true and complete copies of all deeds pertaining to the Real Property. As of the TBA Date, all Real Property (including the improvements thereon) (i) is in good condition and repair consistent with its present use (reasonable wear and tear excepted), (ii) is available for immediate use in the conduct of the business and operations of the Station, and (iii) complies in all material respects with all applicable building or zoning codes and the regulations of any governmental authority having jurisdiction. Seller has full legal and practical access to the Real Property.
