Title to Assets; Real Property. a. Seller has good and valid title to the Purchased Assets or a valid leasehold interest therein, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7 (a). All Purchased Assets (including leasehold interests) are free and clear of Encumbrances. b. Seller does not own any real property. Schedule 3.7(b) lists: (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”). With respect to Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) Excluding intellectual property that is covered by Section 2.9, each of the Company and each Subsidiary has good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Purchased Assets Company Balance Sheet as being owned by the Company or a valid leasehold interest thereinone of its Subsidiaries (except properties, other than interests in properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Company Balance Sheet Date in the Ordinary Course of Business), or, with respect to leased material properties and assets, valid leasehold interests in such material properties and assets that afford the Company or as disclosed on Schedule 3.7
(a). All Purchased Assets (including such Subsidiary leasehold interests) possession of the properties and assets that are the subject of the leases, in each case, free and clear of all Encumbrances other than Permitted Encumbrances.
b. Seller does not own (b) Neither the Company nor any Subsidiary owns any real property or interests in real property. Schedule 3.7(b2.8(b) lists: of the Company Disclosure Letter is a true, correct and complete list, as of the Agreement Date, of all real property and interests in real property leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries, taken as a whole (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by Sellerinterest, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”). With respect to Leased Real Property, Seller neither the Company nor any Subsidiary has delivered (i) subleased, licensed or made available to Buyer true, complete and correct copies of otherwise granted any leases affecting Person the Leased Real Property. Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy use or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the occupy such Leased Real Property or any portion thereof thereof, or (ii) collaterally assigned or granted any other security interest therein in any such leasehold estate or any interest therein, in each case in a manner that would interfere in any material respect with the Company’s use of such Leased Real Property in the nature Ordinary Course of Business. The Company has made available to Parent true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in lieu of condemnation or eminent domain proceedingsthe future, any Leased Real Property, including all modifications, amendments and supplements thereto.
c. The buildings(c) Except as would not, plantsindividually or in the aggregate, structuresreasonably be expected to have a Material Adverse Effect, furniturethe plant, fixturesproperty and equipment of the Company and each Subsidiary that are used in the operations of the Business are (i) suitable for the uses to which they are currently employed, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are (ii) in good operating condition and repair, ordinary subject to normal wear and tear exceptedtear, (iii) regularly and are adequate for properly maintained substantially consistent with the uses to practices of similarly situated companies in the industry in which they are being putthe Company operates, and none of such buildings(iv) not obsolete, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is dangerous or in need of maintenance renewal or repairs replacement, except for ordinary, routine maintenance renewal or replacement in the Ordinary Course of Business and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for (v) to the continued conduct knowledge of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rightsCompany, property and assets necessary to conduct the Business as currently conductedfree from any material defects.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) The Parent and each of its Subsidiaries has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the financial statements contained in the Parent SEC Filings or acquired after the date of the latest balance sheet contained in the Parent SEC Filings (the “Parent Balance Sheet Date”), other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Parent Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrancesany Security Interests.
b. Seller does not own any real property. (b) Section 3.13(b) of the Parent Disclosure Schedule 3.7(b) lists: lists (i) the street address of each location where Seller operates parcel of Real Property owned by the BusinessParent or any of its Subsidiaries; (ii) if such property is leased or subleased by Sellerthe Parent or such Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively property. Neither the “Leased Real Property”). With respect to Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies Parent nor any of any leases affecting the Leased Real Property. Seller its Subsidiaries is not a sublessor or grantor under any sublease or other instrument granting to any other Person person or entity any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Parent’s or its Subsidiary’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person person or entity other than Sellerthe Parent and its Subsidiaries. There are no Actions Legal Proceedings pending nor, to Sellerthe Parent’s Knowledge, threatened against or affecting the Leased Real Property owned by the Parent or any of its Subsidiaries or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) Each Acquired Entity has good and valid title to, or in the case of leased assets, has valid and subsisting leasehold interests in, all material assets (including personal property), excluding Real Property, used in the business of such Acquired Entity as currently conducted, free and clear of any Lien thereon (except for any Permitted Lien). Except as would not be and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Purchased Assets Acquired Entities, the assets of the Acquired Entities are in good condition, repair, and operating condition (subject to ordinary wear and tear), have been maintained in accordance with Company established maintenance practices, and are useable or a valid leasehold interest therein, other than properties and assets sold or otherwise disposed of saleable in the ordinary course of business, in each case, except for obsolete assets or assets that are no longer used or useful in the business consistent with past practice since of the Balance Sheet Date or Acquired Entities as disclosed on Schedule 3.7currently conducted.
(a)b) Section 3.08(b) of the Disclosure Schedule lists the address and fee owner of each parcel of Owned Real Property. All Purchased Assets (including leasehold interests) are The applicable Acquired Entity has good and marketable fee simple title to the Owned Real Property owned by it, free and clear of Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b) lists: Lien thereon (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease except for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”any Permitted Lien). With respect to Leased Real Property, Seller The Company has delivered or made available to Buyer true, complete and correct accurate copies of any leases all deeds and mortgages in its possession with respect to the Owned Real Property and other documents affecting title to the Owned Real Property in its possession.
(c) Section 3.08(c) of the Disclosure Schedule lists (i) an address and the name of the landlord and tenant of each Leased Real Property and (ii) all Real Property Leases along with all material amendments, terminations and modifications thereof. The applicable Acquired Entity has a valid leasehold interest in the Leased Real Property. Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possessionProperty leased by it, leasein each case, occupancy or enjoyment free and clear of any Leased Real Property. The use Lien thereon (except for any Permitted Lien) and operation no Acquired Entity has subleased any portion of the Leased Real Property to any other Person.
(d) Except for the Real Property, there is no other real property used in the conduct businesses of the Business does Acquired Entities, nor are there, any leases, subleases, licenses, occupancy agreements, options, rights or other agreements or arrangements to which any Acquired Entity is a party granting to any Person the right to use, occupy or otherwise obtain a real property interest in all or any portion of the Real Property.
(e) Except as would not violate and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect:
(i) (A) there is no Claim pending or, to the Company’s Knowledge, threatened with respect to the appropriation, condemnation or exercise of eminent domain with respect to any material respect Real Property, (B) there is no Claim pending which has been initiated by or on behalf of any LawAcquired Entity to change or redefine the zoning or land use classification of any Real Property, covenant, condition, restriction, easement, license, permit and no Acquired Entity has received notice thereof and (C) there are no sales or agreement. No material improvements constituting a other dispositions of such Real Property or any part thereof in lieu of any such Claims pending;
(ii) none of the Acquired Entities has vacated or abandoned any of the Leased Real Property encroach on real property owned Properties or leased by a Person other than Seller. There given notice of its intent to do the same;
(iii) there are no Actions pending noroutstanding Contracts, options, rights of reverter or rights of first refusal to Seller’s Knowledge, threatened against which any Acquired Entity is a party or affecting by which any Acquired Entity has granted to a third party the Leased right to purchase or lease any Real Property or any portion thereof or interest therein therein;
(iv) the Real Property is in material compliance with all Applicable Laws related to the nature or in lieu business currently being conducted on such Real Property and each Acquired Entity has all certificates of condemnation or eminent domain proceedings.occupancy and permits of any Governmental Authority necessary for the current use and operation of each parcel of Real Property;
c. The (v) the present use of the land, buildings, plantsstructures and improvements on the Real Property comply with all Applicable Laws, structuresincluding all applicable zoning Laws and with all registered deeds, furniturerestrictions of record or other agreements affecting such Real Property, fixturesand, machineryto the Knowledge of the Company, there is no proposed change therein that would so affect any of the Real Property or its use and the Company has no Knowledge of any violation thereof;
(vi) there exists no conflict or dispute with any Governmental Authority or any other Person relating to any Real Property or the activities thereon;
(vii) no damage or destruction has occurred with respect to any of the Real Property that would not be covered by an enforceable insurance policy;
(viii) each Acquired Entity is in material compliance with all Liens and other matters of record affecting the Real Property, and each Acquired Entity has not received any written notice alleging any default under any of such Liens or other matters of record and there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default under any such Liens;
(ix) all Real Property and improvements located thereon, building systems and equipment, vehicles and all components thereof (including the roof, foundation, walls, and other items of Tangible Personal Property of Seller are structurally soundstructural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection security and surveillance systems, and telecommunications, computer, wiring and cable installations), are in good condition, repair, and operating condition and repair, (subject to ordinary wear and tear exceptedtear), have been maintained in accordance with industry practice, and are adequate for useable or saleable in the uses to which they are being putordinary course of business, and none of such buildingsin each case, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs obsolete assets or assets that are not material no longer used or useful in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct business of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business Acquired Entities as currently conducted;
(x) the Real Property and improvements located thereon are served by telephone, cable, electric, gas, water, storm and sanitary sewer lines and facilities and such utilities are in good working order; and
(xi) there are no current construction or capital improvement projects, nor have there been any completed within the last 100 days, on or with respect to any Real Property or improvements located thereon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Performance Food Group Co)
Title to Assets; Real Property. a. Seller has (a) The Company and/or its Subsidiaries have good and valid (and, in the case of Owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and tangible personal property and other assets reflected in the Audited Financial Statements or acquired after the Company Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Company Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for Permitted Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) lists: Section 3.10(b) of the Company Disclosure Schedules lists (i) the street address of each location where Seller operates parcel of Real Property of the BusinessCompany or any of its Subsidiaries; (ii) if such property is leased or subleased by SellerLeased Real Property of the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased propertyLeased Real Property; and (iii) the current use of such property (collectively the “Leased property. With respect to Owned Real Property”), the Company has delivered or made available to Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company or any of its Subsidiaries acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company or any of its Subsidiaries and relating to the Owned Real Property. With respect to Leased Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Leased Real Property. Seller Neither the Company nor any of its Subsidiaries is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit Permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Sellerthe Company or its Subsidiaries. There are no Legal Actions pending nor, to Sellerthe Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Merger Agreement (Tengasco Inc)
Title to Assets; Real Property. a. Seller (a) To the Sellers’ knowledge, JCG has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances, except ordinary and customary liens of manufacturers, vendors, or the like and pursuant to the Seller Debt.
b. Seller does not own any real property. Schedule 3.7(b(b) lists: Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by SellerJCG, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased owned Real Property, Seller has the Sellers have delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which JCG acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of JCG or the Sellers and relating to the Real Property. With respect to leased Real Property, the Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller JCG is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does JCG’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the best of Sellers’ knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than SellerJCG. There To the Sellers’ knowledge, there are no Actions pending nor, to Seller’s Knowledge, nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Life on Earth, Inc.)
Title to Assets; Real Property. a. Seller has good and valid title to the Purchased Assets or a valid leasehold interest therein, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a). All Purchased Assets (including leasehold interests) are free and clear of Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b) lists: lists (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”). With respect to Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) The Company has good and valid title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. The Company does not own any Real Property. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) lists: Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by Sellerthe Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Sellerthe Company. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Title to Assets; Real Property. a. Seller (a) One or more of Target and its Subsidiaries has good and valid title to the Purchased Assets to, or a valid leasehold interest thereinin, the properties and assets used by them, located on their premises or reflected on the Most Recent Balance Sheet or acquired after the date thereof, free and clear of any Liens, other than properties Permitted Liens, except for property and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business consistent with past practice Business since the Balance Sheet Date Most Recent Fiscal Quarter End. One or more of Target and its Subsidiaries own or lease all buildings, machinery, equipment and other tangible assets necessary for the conduct of their business as disclosed on Schedule 3.7presently conducted.
(a). All Purchased Assets b) Section 3.10(b) of the Disclosure Schedule contains a complete and accurate list of all of the existing leases, subleases, licenses or other agreements (including leasehold interestscollectively, the “Real Property Leases”) are free and clear under which Target or any of Encumbrances.
b. Seller does not own its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property. Schedule 3.7(b) lists: (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”). With respect Target has delivered or otherwise made available to Parent true, correct and complete copies of all Real Property Leases (including all modifications and side agreements in connection therewith). Except as set forth in the Real Property Leases, neither Target nor any of its Subsidiaries have transferred or assigned any interest in any Real Property Lease, nor have they subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. Section 3.10(b) of the Disclosure Schedule contains a complete and accurate list of all of the real property owned in fee by Target or its Subsidiaries (the “Owned Real Property”). Neither Target nor any of its Subsidiaries have subleased or otherwise granted rights of use or occupancy to any other Person of any Owned Real Property. There are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any Person to purchase any Owned Real Property. The Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Owned Real Property in and the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real personal property owned or leased by a Person other than Seller. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the Leased Real Property Target or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, its Subsidiaries are in good operating condition and repairrepair and free from any material defects, ordinary reasonable wear and tear excepted, and are adequate suitable for the uses to for which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is used in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not all material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conductedrespects.
Appears in 1 contract
Samples: Merger Agreement (Zila Inc)
Title to Assets; Real Property. a. (a) The Company and its Subsidiaries have good and marketable fee simple title to the Owned Real Property free and clear of any Encumbrances except for the Permitted Encumbrances. There is no material violation of any law (including, without limitation, any building, planning or zoning law) relating to the Owned Real Property. The Seller Entities have made available to Purchaser all of the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other title documents and other documents in possession of the Seller Entities or its Subsidiaries and relating to or otherwise affecting the Owned Real Property, the operations of the Company or any of its Subsidiaries thereon or any other uses thereof. Either the Company or one of its Subsidiaries, as the case may be, is in peaceful and undisturbed possession of each parcel of Owned Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used. All existing water, sewer, steam, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of its Owned Real Property are adequate for the conduct of the Business as it has been and currently is conducted. There are no material latent defects or material adverse physical conditions affecting the Owned Real Property.
(b) The address and legal description of the Owned Real Property as of the date hereof were made available to the Purchaser as set forth in Section 3.13(b) of the Disclosure Letter. Neither the Company nor any Target Subsidiary: (i) leases or grant any Person the right to use or occupy all or any part of the Owned Real Property; (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; or (iii) has received written notice of any pending or threatened in writing condemnation proceeding affecting any Owned Real Property or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(c) The Company and each of its Subsidiaries has good and valid title to the Purchased Assets to, or a valid leasehold interest thereinin, all personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice Ordinary Course since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the Permitted Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(d) lists: (i) the The street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid, parcel of Leased Real Property and the expiration identity of the term lessor, lessee and current occupant (if different from lessee) of each such lease or sublease for each leased or subleased property; and (iii) the current use parcel of such property (collectively the “Leased Real Property”). With respect to Leased Real Property, Seller has delivered or Property were made available to Buyer truethe Purchaser. The Seller Entities have made available to the Purchaser as set forth in Section 3.13(d) of the Disclosure Letter, true and complete and correct copies of any leases affecting the leases, in effect at the date hereof relating to the Leased Real Property. Seller is ; and there has not a sublessor or grantor under been any sublease or other instrument granting to assignment entered into by the Company or any other Person any right of its Subsidiaries in respect of the leases relating to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) To Seller’s knowledge, The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Unaudited Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) lists: Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by Sellerthe Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Sellerthe Company. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)
Title to Assets; Real Property. a. Seller has (a) The Company and each Company Subsidiary has, in the case of owned Real Property, good and marketable fee simple title to such owned Real Property, which, to the Seller’s Knowledge is validly recorded or registered in the applicable governmental land registry and, in the case of Leased Real Property, a good and valid title to the Purchased Assets leasehold interest in, or a valid land use right, or a valid license to use, all Leased Real Property and all other personal property and other assets leased by the Company in connection with the operation of the business as currently conducted. To the Seller’s Knowledge, the Company or a Company Subsidiary is the sole legal and beneficial owner of the owned Real Properties and the sole legal and beneficial holder of the leasehold interest therein, other than in all Leased Real Property. All such properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a). All Purchased Assets (including land use right and leasehold interests) are free and clear of Encumbrances except for any Permitted Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) 4.09(b) of the Sellers’ Disclosure Letter lists: (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by Sellerthe Company or any Company Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; (iii) if a land use right to such Property is obtained through a land grant contract, the counterparty to such a contract, the total amount of land premium paid and to be paid, and the expiration of the term of such a contract; and (iiiiv) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased owned Real Property, Seller has the Sellers have delivered or made available to Buyer truetrue and complete copies of the deeds and other instruments (as recorded) by which the Company or any Company Subsidiary acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Sellers or the Company or any Company Subsidiary and relating to the Real Property. With respect to leased Real Property, the Sellers have delivered to Buyer true and complete and correct copies of any leases affecting the Leased Real Property. Seller None of the Sellers, the Company nor any Company Subsidiary has leased, licensed or granted any right to occupy any of the Real Property to a Person other than the Company or a Company Subsidiary. Except as set forth in 4.09(b) of the Sellers’ Disclosure Letter, neither the Company nor any Company Subsidiary is not a party to any material subordination, non-disturbance or attornment agreement with respect to any leased Real Property. None of the Sellers, the Company nor any Company Subsidiary is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. Each Real Property lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or the Company Subsidiary that is a party thereto, enforceable in accordance with its terms. Each land grant contract for Real Property in China, as applicable, is in full force and effect and constitutes the valid and legally binding obligation of the Company Subsidiary and all necessary approvals and registrations with the Governmental Authority have been obtained and effected with respect thereto. To Seller’s Knowledge, there is no dispute or breach or event that with the passage of time or with notice, or both, would constitute a default in any material respect under any Real Property lease or land grant contract by the Company or any Company Subsidiary or, to Sellers’ Knowledge, by any other party thereto. None of the Sellers, the Company nor any Company Subsidiary has collaterally assigned, granted or created any Encumbrance (other than any Permitted Encumbrance) with respect to any owned or leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does businesses of the Company and the Company Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, licensePermit or Contract. With respect to Real Property in Brazil, permit no agricultural, livestock, rural colonization or agreementagro-industrial activities are carried out in such Real Property. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. the Company or a Company Subsidiary.
(c) There are is no Actions pending noror, to Seller’s Sellers’ Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of Action (including condemnation or eminent domain proceedings) that would reasonably be expected to materially interfere with the use or quiet enjoyment of any of the Real Property by the Company or any Company Subsidiary.
c. The buildings(d) To Seller’s Knowledge, plantsthere are no unpaid assessments or, structuresto the Sellers’ Knowledge, furnitureproposed changes in property assessments, fixturesTax, machineryland use or other Laws affecting the Real Property. To Sellers’ Knowledge, equipmentthere are no currently proposed or pending assessments for public improvements against any Real Property. No notice from any Governmental Authority has been received by any Seller, vehicles and other items of Tangible Personal Property of Seller are structurally soundthe Company or any Company Subsidiary requiring any material work, are in good operating condition and repair, ordinary wear and tear exceptedconstruction, and are adequate for the uses to which they are being putalteration or installation on, and none of such buildingsor in connection with, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct any of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conductedReal Property that has not been performed.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) Excluding intellectual property that is covered by Section 2.9, each of the Company and each Subsidiary has good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Purchased Assets Company Balance Sheet as being owned by the Company or a valid leasehold interest thereinone of its Subsidiaries (except properties, other than interests in properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Company Balance Sheet Date in the Ordinary Course of Business), or, with respect to leased material properties and assets, valid leasehold interests in such material properties and assets that afford the Company or as disclosed on Schedule 3.7
(a). All Purchased Assets (including such Subsidiary leasehold interests) possession of the properties and assets that are the subject of the leases, in each case, free and clear of all Encumbrances other than Permitted Encumbrances.
b. Seller does not own (b) Neither the Company nor any Subsidiary owns any real property or interests in real property. Schedule 3.7(b2.8(b) lists: of the Company Disclosure Letter is a true, correct and complete list, as of the Original Agreement Date, of all real property and interests in real property leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries, taken as a whole (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by Sellerinterest, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”). With respect to Leased Real Property, Seller neither the Company nor any Subsidiary has delivered (i) subleased, licensed or made available to Buyer true, complete and correct copies of otherwise granted any leases affecting Person the Leased Real Property. Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy use or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the occupy such Leased Real Property or any portion thereof thereof, or (ii) collaterally assigned or granted any other security interest therein in any such leasehold estate or any interest therein, in each case in a manner that would interfere in any material respect with the Company’s use of such Leased Real Property in the nature Ordinary Course of Business. The Company has made available to Parent true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in lieu of condemnation or eminent domain proceedingsthe future, any Leased Real Property, including all modifications, amendments and supplements thereto.
c. The buildings(c) Except as would not, plantsindividually or in the aggregate, structuresreasonably be expected to have a Material Adverse Effect, furniturethe plant, fixturesproperty and equipment of the Company and each Subsidiary that are used in the operations of the Business are (i) suitable for the uses to which they are currently employed, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are (ii) in good operating condition and repair, ordinary subject to normal wear and tear exceptedtear, (iii) regularly and are adequate for properly maintained substantially consistent with the uses to practices of similarly situated companies in the industry in which they are being putthe Company operates, and none of such buildings(iv) not obsolete, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is dangerous or in need of maintenance renewal or repairs replacement, except for ordinary, routine maintenance renewal or replacement in the Ordinary Course of Business and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for (v) to the continued conduct knowledge of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rightsCompany, property and assets necessary to conduct the Business as currently conductedfree from any material defects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acacia Communications, Inc.)
Title to Assets; Real Property. a. Seller has (a) The Parent and/or its Subsidiaries have good and valid (and, in the case of Owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and tangible personal property and other assets reflected in the Parent Financial Statements or acquired after the Parent Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Parent Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except Permitted Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) lists: Section 4.11(b) of the Parent Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased Leased Real Property of Parent or subleased by Seller, any of its Subsidiaries the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased propertyLeased Real Property; and (iii) the current use of such property (collectively the “Leased property. With respect to Owned Real Property”), Parent has delivered or made available to the Company true, complete, and correct copies of the deeds and other instruments (as recorded) by which Parent or any of its Subsidiaries acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Parent or any its Subsidiaries and relating to the Owned Real Property. With respect to Leased Real Property, Seller Parent has delivered or made available to Buyer the Company true, complete and correct copies of any leases affecting the Leased Real Property. Seller Neither Parent, not any of its Subsidiaries, is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Parent’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit Permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than SellerParent or its Subsidiaries. There are no Legal Actions pending nor, to SellerParent’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Merger Agreement (Tengasco Inc)
Title to Assets; Real Property. a. Seller (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances.”):
b. Seller (i) liens for Taxes not yet due and payable; or
(ii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company;
(b) The Company does not own any real propertyReal Property. Schedule 3.7(bSection 3.10(b) lists: of the Disclosure Schedules lists (i) the street address of each location where Seller operates parcel of Real Property leased by the Business; (ii) if such property is leased or subleased by SellerCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iiiii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased leased Real Property, Seller has Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Sellerthe Company. There are no Actions pending nor, to the Knowledge of any Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. (c) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items tangible assets that are owned or leased by the Company and that are material to the business, financial condition, operations, results of Tangible Personal Property operations, or future prospects of Seller the Company are structurally soundfree from material defects (patent and latent), have been maintained in accordance with normal industry practice, and are in good operating condition and repair, ordinary repair (subject to normal wear and tear excepted, tear) and are adequate suitable for the uses to purposes for which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conductedpresently used.
Appears in 1 contract
Title to Assets; Real Property. a. Seller Parent has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Parent Audited Balance Sheet or acquired after the date of the Parent Audited Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the date of the Parent Audited Balance Sheet Date or as disclosed on Schedule 3.7
(a)Sheet. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances.
b. Seller does not own any real propertyLiens except for Permitted Liens. Part 3.10 of the Parent Disclosure Schedule 3.7(b) lists: lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by Sellerthe Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased owned Real Property, Seller Parent has delivered or made available to Buyer the Company true, complete and correct copies of any leases affecting the Leased Real Property. Seller is not a sublessor or grantor under any sublease or deeds and other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased instruments (as recorded) by which Parent acquired such Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. There are no Actions actions pending nor, to SellerParent’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. There are no actions pending nor, to Parent’s Knowledge, threatened against Parent or its Subsidiaries arising from the prior sale of any Real Property owned by Parent or its Subsidiaries.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) The Company and its Subsidiaries each has good and valid (and, in the case of Owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets either reflected in the Most Recent Balance Sheet, acquired after the Balance Sheet Date or that is owned, used or held for use by, the Company or one of its Subsidiaries, other than properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business consistent with past practice Business since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of EncumbrancesLiens except for Permitted Liens or Liens set forth on Schedule 4.11(a).
b. Seller does not own (b) Schedule 4.11(b) sets forth a complete list of each parcel of Real Property owned by the Company or any real property. Schedule 3.7(b) lists: (i) of its Subsidiaries, including the street address therefor (the parcels of each location where Seller operates Real Property listed or required to be listed in Schedule 4.11(b), together with the Business; (ii) if such property is leased or subleased by Sellerimprovements located thereon, the landlord under “Owned Real Property”). The Company has or one of its Subsidiaries owns good and marketable fee simple title all parcels of Owned Real Property, free and clear of Liens other than Permitted Liens. The Company has made available to Purchaser true, complete and correct copies of the lease, deeds and other instruments (as recorded) by which the rental amount currently being paidCompany or its Subsidiary acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the expiration possession of the term Company and its Subsidiaries relating to the Owned Real Property.
(c) Schedule 4.11(c) sets forth a list of such lease all leases, subleases and occupancy agreements of real property, including the street address therefor (the parcels of Real Property listed or sublease for each leased or subleased property; and (iii) the current use of such property (collectively required to be listed in Schedule 4.11(c), the “Leased Real Property”), pursuant to which the Company or any Subsidiary of the Company is the lessee, sublessee, sublessor, lessor or other party to such agreement (individually, a “Real Property Lease”). With respect to Leased Real Property, Seller The Company has delivered or made available to Buyer Purchaser true, correct and complete and correct copies of any leases affecting all written Real Property Leases, including all modifications, amendments, restatements and supplements thereto, with respect to the Leased Real Property. Seller is not a sublessor There are no lease, sublease, license or grantor under any sublease or other instrument granting similar agreements that grant to any other Person any the right to the possessionacquire, lease, occupancy use or enjoyment occupy any portion of any the Owned Real Property.
(d) Except as disclosed on Schedule 4.11(d), with respect to each parcel of Leased Real Property. :
(i) Each Real Property Lease is a legal, valid and binding obligation of the Company or one of its Subsidiaries, as applicable, is in full force and effect, and has not been amended (other than with respect to any amendments made available to Purchaser);
(ii) (A) Neither the Company nor any of its Subsidiaries is in default under any Real Property Lease, (B) within the past three (3) years, neither the Company nor any of its Subsidiaries has received any uncured notice of default under or termination of any Real Property Leases, (C) neither the Company nor any of its Subsidiaries has any Knowledge of any current default by any lessor under any Real Property Lease, and (D) to the Company’s Knowledge, no event has occurred that, with notice or lapse of time or both, would constitute a breach of, or default under, any Real Property Lease or could lead to the termination, modification or acceleration of any Real Property Lease; and
(iii) The occupation, possession and use and operation of the Leased Real Property in by the conduct Company and/or its Subsidiaries have not been disturbed and no claim has been asserted or threatened adverse to the rights of the Business does not violate in any material respect any LawCompany and/or its Subsidiaries to the continued occupation, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part possession and use of the Leased Real Property.
(e) With respect to each parcel of Real Property: (i) there is no Legal Proceeding pending or, to the Company’s Knowledge, threatened that could reasonably be expected to interfere with the quiet enjoyment of any such Real Property, (ii) neither the Company nor any Subsidiary has received any notice of violation or claimed violation of any applicable building, zoning, subdivision and other land use and similar Laws affecting such Company’s interests in Real Property encroach on real property owned or leased by a Person and there is no reasonable basis for any such claim, (iii) other than Sellerthe Company or one of its Subsidiaries, no Person is in possession of the Real Property, (iv) there are no building or use restrictions that would (or do) restrict or prevent the current use or operation of such Real Property as currently used by the Company and its Subsidiaries and all such Real Property is properly and duly zoned for such use, and (v) no Governmental Authority has issued or, to the Company’s Knowledge, threatened to issue any notice or Order that adversely affects the use or operation of any such Real Property or requires, as of the date hereof or any time in the future, any repairs, alterations, additions or improvements thereto. None of the Real Property is subject to any right of first refusal, first offer or similar preferential right to purchase such Real Property.
(f) All buildings, fixtures and improvements on the Owned Real Property and the Leased Real Property are in good operating condition and repair, subject to normal wear and tear and other minor imperfections that are not material in nature or cost, do not need maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost, and are adequate for the uses to which they are being put, and shall be sufficient for the continued conduct of the Company and its Subsidiaries’ businesses in substantially the same manner as conducted prior to the Closing. To the Company’s Knowledge, there exist no structural or other material defects or damages in or to the Real Property, whether latent or otherwise, and neither the Company nor any of its Subsidiaries has received any written notice from any insurance company or bonding company of any defects or inadequacies in any Real Property, or any part thereof, which would adversely affect the insurability thereof or cause the imposition of extraordinary premiums or charges thereon or of any termination or deemed termination of any policy of insurance or bond. Within the past three (3) years, no Real Property has suffered any damage by fire or other casualty that has not been restored in all respects to its original condition.
(g) The Owned Real Property and the Leased Real Property comply with all applicable Laws and are benefited by those Permits required to be maintained for the development or use or occupancy of any portion of the Real Property. There are no Actions Legal Proceedings pending nor, to Seller’s Knowledge, or threatened against or affecting the Owned Real Property or the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsproceedings and there does not exist any actual or, to the Company’s Knowledge threatened or contemplated, condemnation or eminent domain proceedings that affect the Leased Real Property or Owned Real Property or any portion thereof. There are not any actual or pending imposition of any assessments for public improvements with respect to the Leased Real Property or Owned Real Property and no such improvements have been constructed or planned that would be paid for by means of assessments upon any Leased Real Property or Owned Real Property.
c. The buildings(h) All water, plantsgas, structureselectrical, furnituresteam, fixturescompressed air, machinerytelecommunication, equipmentutility, vehicles sanitary and storm sewage lines and systems and other items similar systems serving the Owned Real Property and the Leased Real Property are fully operational and in working order in all material respects and are sufficient to enable the continued use, occupation and operation of Tangible Personal the Owned Real Property and the Leased Real Property in the manner currently being used, occupied and operated, and are supplied directly to the Owned Real Property and the Leased Real Property by facilities of Seller public utilities and are structurally soundbenefited by customary utility easements providing for the continued use and maintenance of such systems. No Real Property is dependent for its access, operation or utility on any land, building or other improvement not part of such parcel of Real Property.
(i) The tangible personal property of the Company and its Subsidiaries are (i) in good operating working condition and repair, ordinary subject to normal wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs minor imperfections that are not material in nature or cost. The buildings, plants(ii) suitable, structures, furniture, fixtures, machinery, equipment, vehicles adequate and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing Company’s and constitute all of the rights, property and assets necessary to conduct the Business its Subsidiaries businesses as currently conducted, (iii) not obsolete or in need of any material renewal, replacement, improvement or maintenance and (iv) located at the Real Property. None of the tangible personal property was scheduled for any material capital expenditure or repairs, restoration, replacements or maintenance that has not been made.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) Except as set forth in Section 5.19(a) of the Harvest Disclosure Schedules, Harvest and the Harvest Subsidiaries has good and valid marketable title to the Purchased Assets to, or a valid leasehold interest thereinin, all Harvest Real Property and personal property and other assets reflected in the Harvest Financial Statements, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)practice. All Purchased Assets such properties and assets (including leasehold interestsHarvest Real Property) are free and clear of Encumbrances except for Permitted Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) listsExcept as set forth in Section 5.19(b) of the Harvest Disclosure Schedules, with respect to each Harvest Real Property: (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively Harvest Real Property and the “Leased Real Property”). With respect to Leased operation of the business of Harvest or the Harvest Subsidiaries thereon does not violate any instrument of record or Contract affecting such Harvest Real Property, Seller has delivered or made available to Buyer trueany applicable Law in any material respect (without any fines or monetary Liabilities attached); (ii) there are no leases, complete and correct copies of any leases affecting the Leased Real Property. Seller is not a sublessor or grantor under any sublease subleases, licenses, concessions or other instrument Contracts, written or oral, granting to any other Person any the right to the possession, lease, of use or occupancy or enjoyment of any Leased portion of such Harvest Real Property. The Property except in favor of Harvest or the Harvest Subsidiaries; and (iii) there are no Persons in possession of such Harvest Real Property except Harvest or the Harvest Subsidiaries.
(c) To the extent required to conducts its business on the date hereof, Harvest or the applicable Harvest Subsidiary has all certificates of occupancy and Permits necessary for the current use and operation of each Harvest Real Property. Such Permits have been validly issued by the Leased Real Property appropriate Governmental Authority in compliance with all applicable Laws, and Harvest or the conduct applicable Harvest Subsidiary has fully complied with all conditions of the Business Permits applicable to it. All such Permits are in full force and effect in all material respects without further consent or approval of any Person.
(d) There does not violate in exist any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. There are no Actions pending noractual or, to Seller’s Knowledgethe Knowledge of Harvest, threatened against or affecting the Leased contemplated, condemnation or eminent domain proceedings that affect any Harvest Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being putpart thereof, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance Harvest or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct any of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all Harvest Subsidiaries has received any notice, oral or written, of the rights, property and assets necessary intention of any Governmental Authority or other Person to conduct the Business as currently conductedtake or use any Harvest Real Property or any part thereof.
Appears in 1 contract
Samples: Business Combination Agreement (Harvest Health & Recreation Inc.)
Title to Assets; Real Property. a. Seller has good and valid title to the Purchased Assets or (a) The Companies do not own Real Property. The Companies have a valid leasehold interest thereinin all Real Property and own or have a valid leasehold interest in all personal property associated with the Business and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or Date. Except as disclosed on Schedule 3.7
(a). All Purchased Assets set forth in Section 3.10(a) of the Disclosure Schedules, all such properties and assets (including leasehold interests) are free and clear of Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) lists: Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by Sellerthe Companies, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller Except as set forth in Section 3.10(b) of the Disclosure Schedules, no Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Companies’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To Seller’s Knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Sellerthe Companies. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Chanticleer Holdings, Inc.)
Title to Assets; Real Property. a. Seller (a) To Buyer’s knowledge, Buyer has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) lists: Section 4.10(b) of the Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by SellerBuyer, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased owned Real Property, Seller Buyer has delivered or made available to the Sellers true, complete and correct copies of the deeds and other instruments (as recorded) by which Buyer acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Buyer and relating to the Real Property. With respect to leased Real Property, Buyer has delivered or made available to the Sellers true, complete and correct copies of any leases affecting the Leased Real Property. Seller Buyer is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Buyer’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the best of Buyer’s knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than SellerBuyer. There are no Actions pending nor, to Sellerthe Buyer’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Life on Earth, Inc.)
Title to Assets; Real Property. a. Seller (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the Permitted Encumbrances.
b. Seller does not own any real property. Schedule 3.7(b(b) Section 3.10(b) of the Disclosure Schedules lists: (i) the street address of each location where Seller operates the Businessparcel of owned Real Property; and (ii) if such property is the street address of each parcel of leased or subleased by Seller, the landlord under the lease, the rental amount currently being paidReal Property, and the expiration a list, as of the term date of such lease or sublease this Agreement, of all leases for each parcel of Real Property leased or subleased property; and by the Company (iii) the current use of such property (collectively the collectively, “Leased Real PropertyLeases”), including the identification of the lessor thereunder. With respect to Leased owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, together with copies of the underlying exception documents referenced in each policy, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Sellerthe Company. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Title to Assets; Real Property. a. Seller (a) GIANT owns no real property. To its knowledge, GIANT has good and valid title to the Purchased Assets or a valid leasehold interest thereinin all property that it leases and all material personal property and other material assets reflected in the Financial Statements, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)practice. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances, except (a) as reflected in the Financial Statements, (b) liens for Taxes not yet due and payable, and (c) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby (the foregoing, the “Permitted Encumbrances”). Any property and facilities held under lease by GIANT is held by it under valid, subsisting and enforceable leases of which GIANT is complying, except where the failure to be complying would not reasonably be expected to result in a Material Adverse Effect on GIANT.
b. Seller does not own any real property. (b) Schedule 3.7(b( ) lists: lists (i) the street address of each location where Seller operates the Businessparcel of leased property; (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller GIANT is not a sublessor sub lessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Propertyleased property. The use and operation of the Leased Real Property property in the conduct of the Business does GIANT’s business do not violate in any material respect any material Law, covenant, condition, restriction, easement, license, permit or agreement. No To GIANT’s Knowledge, no material improvements constituting a part of the Leased Real Property property encroach on real property owned or leased by a Person other than SellerGIANT. There are no Actions pending nor, to SellerGIANT’s Knowledge, threatened against or affecting the Leased Real Property property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Hispanica International Delights of America, Inc.)
Title to Assets; Real Property. a. Seller (a) NitroHeat has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all property and other assets of NitroHeat, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for those shown on the Title Commitment and except for the following (collectively referred to as “Permitted Encumbrances.”):
b. Seller does not own any real property. Schedule 3.7(b) lists: (i) those items set forth in Section 3.08(a) of the street address of each location where Seller operates the Business; Disclosure Schedules;
(ii) if such property is leased liens for Taxes not yet due and payable or subleased being contested in good faith by Seller, appropriate procedures and for which there are adequate accruals or reserves on the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the current use ordinary course of such property business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the NitroHeat Business;
(collectively iv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the “Leased Real Property”). ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the NitroHeat Business.
(b) With respect to Leased leased Real Property, Section 3.08(b) of the Disclosure Schedules sets forth all leases of Real Property, and Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller NitroHeat is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does NitroHeat’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Seller. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Big Sky Productions, Inc.)
Title to Assets; Real Property. a. Seller (a) Each of the Company and Senior Trucking has good and valid title to to, or in the Purchased Assets or a case of leased properties and assets, valid leasehold interest thereininterests in, other than all of the properties and assets sold (whether tangible or otherwise disposed of intangible), real, personal and mixed, used or held for use in its business (the ordinary course of business consistent with past practice since “Property”). The Property is sufficient for the Balance Sheet Date or Company and Senior Trucking to conduct the Business after the Closing as disclosed on Schedule 3.7is currently being conducted by the Company.
(a). All Purchased Assets (including leasehold interestsb) are free and clear of Encumbrances.
b. Seller does not own any The Company owns no real property. Set forth on Section 3.10(b) of the Sellers’ Disclosure Schedule 3.7(b) lists: (i) the street address is a true and complete list of each location where Seller operates lease for real property executed by or binding upon the Business; Company, as lessor or lessee, sublessor or sublessee, landlord or tenant, or assignor or assignee (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid“Real Property Leases”), and the expiration a true and correct description of the term of real property subject to such lease or sublease for each leased or subleased property; and Real Property Leases (iii) the current use of such property (collectively the “Leased Real Property”). With respect to Leased Each of the Real PropertyProperty Leases is legal, Seller has delivered valid and binding on the Company and in full force and effect, without any uncured default thereof by the Company or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Propertyparty thereto. The use and operation of the Leased Real Property in constitutes the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on only real property owned or leased by a the Company or Senior Trucking. The Company has not (i) subleased, licensed or otherwise granted any Person other than Seller. There are no Actions pending nor, the right to Seller’s Knowledge, threatened against use or affecting the occupy such Leased Real Property or any portion thereof, and (ii) received written notice that it is in default under any such Real Property Lease for any alleged default that has not been cured. All rents, deposits and additional rents due pursuant to each Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or interest therein default under such Real Property Lease that has not been redeposited in full. True and complete copies of the nature Real Property Leases have been provided to Buyer or in lieu of condemnation or eminent domain proceedingsits advisors.
c. The buildings(c) Except as set forth on Section 3.10(c) of the Sellers’ Disclosure Schedule and except for the occupancy and use of the Leased Real Property by the Company, plantsthere are no leases, structurestenancies, furniture, fixtures, machinery, equipment, vehicles and licenses or other items rights of Tangible Personal Property occupancy or use for any portion of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear exceptedthe Leased Real Property, and are adequate for no Person other than the Company occupies or uses to which they are being putany portion of the Leased Real Property. None of the Company, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property Senior Trucking or any Seller is in need any discussions regarding options to renew, extend or terminate any lease of maintenance Leased Real Property or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and to lease any real property other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for than the continued conduct of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conductedLeased Real Property.
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Title to Assets; Real Property. a. Seller (a) The Company has good and valid title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and material tangible personal property and other material assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7
(a)Date. All Purchased Assets such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances.
b. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b) of the Seller does not own any real property. Disclosure Schedule 3.7(bsets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000.
(c) lists: Section 3.09(c) of the Seller Disclosure Schedule lists (i) the street address of each location where Seller operates parcel of Real Property currently leased or subleased by the BusinessCompany (“Leased Real Property”); (ii) if such property is leased or subleased by Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased propertyLeased Real Property; and (iii) the current use of such property (collectively property. Section 3.09(c) of the “Seller Disclosure Schedule lists all Contracts to which the Company is a party concerning the occupancy, management or operation of any Leased Real Property”Property (including brokerage contracts). With respect to Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller The Company is not a lessor, sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To Seller’s Knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than Sellerthe Company. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
c. (d) The buildingsCompany does not own any Real Property and has not owned, plantsleased, structures, furniture, fixtures, machinery, equipment, vehicles and subleased or operated any real property other items of Tangible Personal Property of Seller are structurally sound, are than the property it currently leases listed in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct Section 3.09(c) of the Business of Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conductedDisclosure Schedule.
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Samples: Membership Interest and Asset Purchase Agreement (Endo International PLC)
