Title to Assets; Real Property. (a) The Company and each Company Subsidiary, as applicable, has good and marketable title to, or in the case of leased assets, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary in all material respects for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except Permitted Liens. (b) As of the date hereof, the Company and the Company Subsidiaries do not own any real property. (c) Section 3.19(c) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of any lease, sublease, license or occupancy agreement for real property (“Leased Real Property”), including all material amendments, material modifications and terminations thereof, pursuant to which the Company or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the Leased Real Property. None of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise. (d) The Company has delivered to the Parent true, correct and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, or, to the Knowledge of the Company, the lessor or landlord thereunder, and there are no events which with the passage of time or notice, or both, would constitute a material default on the part of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any other party to the Leases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default under any of the Leases. (e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed.
Appears in 1 contract
Samples: Merger Agreement (Gannett Co., Inc.)
Title to Assets; Real Property. (a) The Company and each Company Subsidiary, as applicable, has its Subsidiaries have good and marketable title to, or in the case of assets purported to be leased assetsby the Company and its Subsidiaries, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary in all material respects for the conduct each of the business material tangible assets owned or leased by the Company or any of its Subsidiaries since the date of the Company and Balance Sheet (except for tangible assets sold or disposed of since the date of the Company Subsidiaries, taken as a whole, as currently conductedBalance Sheet and except for tangible assets being leased to the Company and its Subsidiaries with respect to which the lease has expired since such date), free of any liens or Encumbrances, other than those of the lessors of such property or assets and clear of all Liens, except Permitted Lienswhere such failure would not reasonably be expected to result in a Company Material Adverse Effect.
(b) As of the date hereof, Neither the Company and the Company nor its Subsidiaries do not own any real property.
(c) Section 3.19(c) The Company has made available to Parent a correct and complete copy of the Company Disclosure Schedule sets forth a listeach lease or sublease with respect to each Leased Real Property and, as of the date hereof, of any lease, sublease, license each such lease or occupancy agreement sublease for real property (“a Leased Real Property”), including all material amendments, material modifications Property is valid and terminations thereof, pursuant to which binding on the Company or any Company Subsidiary leasesits Subsidiaries, subleasesas the case may be, uses or otherwise occupies any real property (any such leaseand, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the Leased Real Property. None knowledge of the Company, any of the Company Subsidiarieseach other party thereto, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise.
(d) The Company has delivered to the Parent true, correct and complete copies of all Leasesapplicable, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and bindingeffect, except as may be limited by bankruptcy, insolvency, moratorium, and enforceable in accordance with their respective termsother similar applicable Law affecting creditors’ rights generally and by general principles of equity. The Company and As of the date hereof, neither the Company nor its Subsidiaries are in material compliance with the terms of all of the Leaseshas, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, or, to the Knowledge knowledge of the Company, none of the lessor other parties thereto have, violated any provision of, or landlord thereundercommitted or failed to perform any act, and there are no events event or condition exists, which with the passage of time or without notice, lapse of time, or both, both would constitute a material default on under the part provisions of any such lease or sublease, and, as of the Company or any Company Subsidiary, ordate hereof, to the Knowledge knowledge of the Company, any other party to the Leases. Neither neither the Company nor any Company Subsidiary its Subsidiaries has received any written notice alleging any default under of any of the Leasesforegoing.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed.
Appears in 1 contract
Title to Assets; Real Property. (a) The All Leased Real Property is leased pursuant to the written or oral leases listed and described in Section 3.09(a) of the Disclosure Schedules (each individually a “Lease” and, collectively, the “Leases”). Each Group Company holds a valid leasehold estate under each Lease to which it is a party. Each Group Company has accepted full and each Company Subsidiarycomplete possession of the applicable Leased Real Property and is the actual occupant in possession. To Seller’s Knowledge, no material claim, controversy, dispute, or disagreement exists between any Group Company, as applicablelessee (in such capacity, has good collectively, the “Lessee”), and marketable title toany landlord to any of the Leases (in such capacity, the “Lessor”). All rent, additional rent, real property, and possessory and use taxes, insurance premiums, and all other charges required to be paid by either any Group Company under the Leases or in connection with the case of leased assets, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary in all material respects for the conduct ownership of the business property covered thereby are paid current. No material repairs or other work is required on the Leased Real Property in order to maintain the improvements on the Leased Real Property in accordance with the applicable Lease, other than routine maintenance in the ordinary course of business. All security deposits shall be duly accounted for at the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except Permitted LiensClosing.
(b) As The Company’s interest in Leased Real Property is free and clear of any and all Encumbrances, except for Permitted Encumbrances, which such Permitted Encumbrances do not materially interfere with or impair the operation of such Group Company’s business. None of the date hereofGroup Companies has assigned, mortgaged, transferred, or hypothecated any fee interest or Lease or any interest therein in any of the Company Leased Real Property or leased or subleased all or any portion of the Leased Real Property, and none of the Company Subsidiaries do not own Group Companies has any real propertywritten notice or, to the Seller’s Knowledge, other notice of any prior assignment, mortgage, hypothecation, or pledge of any Lease or the rents due thereunder, and none of the Group Companies has a sublessor or grantor under any Lease, sublease, or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property, except as provided in Section 3.09(b) of the Disclosure Schedules.
(c) There are no, and none of the Group Companies has received written notice of, any (i) assessments, pending or threatened, that could materially and adversely affect Buyer’s operation, use or maintenance of the Leased Real Property or Seller’s ability to perform under this Agreement; (ii) except as set forth in Section 3.19(c3.09(c) of the Disclosure Schedules, condemnation or eminent domain proceedings pending or threatened against the Leased Real Property nor any material damages to the Leased Real Property due to fire or casualty; or (iii) adverse claims by any Person (including adjoining property owners) or encroachments with respect to the Leased Real Property. Except as set forth in Section 3.09(b) and Section 3.16(a) of the Disclosure Schedules, during the past three (3) years, none of the Group Companies has received any written notice from any Governmental Authority of any material violation of or material non-compliance with any Law, regulation or ruling, whether federal, state, local, or administrative which affects the Leased Real Property, including any building, fire safety or zoning code violations relating to the Leased Real Property.
(d) No Group Company holds a fee interest in any real property, nor any leasehold or other interest in any real property other than the Leased Real Property. The Group Companies have a valid leasehold interest in all Leased Real Property, including granted land use rights for any such land and all buildings, structures, improvements and facilities located thereon, leased or subleased by or to the Group Companies, as applicable, and used or occupied by it. The Leased Real Property has access to (A) public roads or valid easements over private streets or private property for such ingress to and egress from such Leased Real Property and (B) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in the case of each of clauses (A) and (B), as is necessary to comply with Law or to conduct the business of the Group Companies, in all material respects, as it is currently conducted. Each Leased Real Property and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any Law relating to building, zoning, subdivision or other land use.
(e) No Group Company has granted, is a party to, or is obligated under any right, option, obligation or agreement to purchase, transfer or acquire any interest in any of the Leased Real Property.
(f) Section 3.09(f) of the Disclosure Schedule Schedules sets forth a listforth, as of the date hereof, of any lease, sublease, license or occupancy agreement for real all personal property and other assets reflected in the Audited Financial Statements (“Leased Real Property”including leased personal property), including all material amendmentsacquired after the Balance Sheet Date, material modifications and terminations thereof, pursuant to which the Company or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the Leased Real Property. None of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise.
(d) The Company has delivered to the Parent true, correct and complete copies of all Leases, and there are no other material lease agreements for real property affecting located on the Leased Real Property other than personal property and assets acquired, sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date (the “Company Personal Property”). Each Group Company holds good, marketable and valid title to which the all owned and a good, marketable and valid lease interest in all leased Company or Personal Property in its possession free of any Company Subsidiary is bound; and all such Leases Encumbrances, except for Permitted Encumbrances, which Permitted Encumbrances are in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in not material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, or, to the Knowledge operation, function or efficiency of the such Group Company, the lessor or landlord thereunder, and there are no events which with the passage of time or notice, or both, would constitute a material default on the part of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any other party to the Leases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default under any of the Leases’s business.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed.
Appears in 1 contract
Title to Assets; Real Property. (a) The Except as set forth in Section 3.17(a) of the Company Disclosure Schedule and for any exceptions which would not reasonably be expected to have a Material Adverse Effect, Company and each Company Subsidiary, as applicable, has its Subsidiaries have good and marketable valid title to, or in a valid right to use, the case of leased assets, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary in all material respects for shown on the conduct of Balance Sheet or acquired after the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducteddate thereof, free and clear of all LiensEncumbrances other than Permitted Encumbrances, except Permitted Liensfor personal property disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date.
(b) As of the date hereof, the Company and the Company its Subsidiaries do not own any real property.
(c) Section 3.19(c3.17(c) of the Company Disclosure Schedule sets forth a list, as list of all of the date hereofmaterial leases, material subleases or other material instruments or material permits pursuant to which Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any lease, sublease, license or occupancy agreement for interest in real property (the “Company Leases”) and each leased or subleased parcel of real property in which Company or any of its Subsidiaries is a tenant, subtenant or occupant thereunder (the “Leased Real Property”), including all material amendments, material modifications and terminations thereof, pursuant to which the Company or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the Leased Real Property. None of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise.
(d) The Company has delivered or made available to the Parent true, correct Purchaser true and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or any Leases. Except as set forth in Section 3.17(c) of the Company Subsidiary is bound; and all such Leases are in full force and effect and Disclosure Schedule, (i) each Company Lease (A) constitutes a valid and bindingbinding obligation of Company or the Subsidiary of Company party thereto and (B) assuming such Company Lease is a valid and binding obligation of, and enforceable in accordance with their respective terms. The Company and against, the Company Subsidiaries are in material compliance with the terms of all of the Leasesother parties thereto, and there are no material defaults under the Leases by the is enforceable against Company or the Subsidiary of Company that is a party thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); (ii) none of Company or its Subsidiaries is in breach or default under any Company SubsidiariesLease, orexcept, in each case, where such breach or default, would not reasonably be expected to have a Material Adverse Effect; (iii) since January 1, 2006, none of Company or its Subsidiaries has received or delivered a written notice of default or objection to any party to any Company Lease to pay and perform its obligations, and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with the lessor or landlord thereunderdelivery of notice, and there are no events which with the passage of time or notice, or both, would constitute a material default on breach or default, or permit the part termination, modification, cancellation or acceleration of rent under such Company Lease, except, in each case, as would not reasonably be expected to have a Material Adverse Effect; and (iv) Company or one of its Subsidiaries, as applicable, holds a good and valid leasehold interest in all Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances.
(d) Except as set forth in Section 3.17(d) of the Company Disclosure Schedule, Company is not a party to any lease, sublease, concession agreement, use and occupancy agreement, assignment or similar arrangement under which Company or any Company Subsidiary, or, to the Knowledge of its Subsidiaries is a sub-lessor or assignor of the Company, any other party to the Leases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default under any of the Leases.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employedProperty.
Appears in 1 contract
Title to Assets; Real Property. (a) Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, the Company or a Company Subsidiary has good and marketable title to all material assets and properties, including, without limitation, good and marketable fee simple title to all real property owned by the Company and/or the Company Subsidiaries that are material to the Company’s business (on a consolidated basis) (the “Owned Assets”), free and clear of all Liens, other than Permitted Liens.
(b) Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, the Company or a Company Subsidiary has a good and valid leasehold or other real property interest in each parcel or portion of real property, other than Owned Assets and Rights-of-Way, that is material to the Company’s business (on a consolidated basis) (such real property interests, individually a “Real Property Interest” and collectively the “Real Property Interests”) covered under all documents between the Company or the Company Subsidiaries and third parties, under which Real Property Interests are granted to the Company or a Company Subsidiary (such document individually a “Real Property Document” and collectively the “Real Property Documents”). Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, the Company or a Company Subsidiary (i) has the exclusive right to the use and occupancy of such Real Property Interests for the full term of the applicable Real Property Document, including any and all renewal terms thereof, (ii) each such Real Property Document is a legal, valid and binding obligation, enforceable in accordance with its terms, of the Company or a Company Subsidiary and, to the Knowledge of the Company, the other parties thereto, and the Company and the Company Subsidiaries have not received or provided notice of any default (with or without notice or lapse of time, or both) with respect to any such Real Property Document, nor has any event occurred which (with or without notice or lapse of time, or both) would result in a default under any such Real Property Document, (iii) neither the Company nor any Company Subsidiary has assigned its interest under any such Real Property Document or sublet any part of the premises covered thereby, and (iv) except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has entered into any amendment or termination of any such Real Property Document (or allowed any Real Property Interests under the same to expire or elapse), or granted any consent or waiver (written or oral) with respect to any such Real Property Document. The Company has made available to Parent true, correct, complete and, if applicable, recorded copies of each such Real Property Document, each of which is identified in Section 3.12(c) of the Company Disclosure Schedule, and no other such Real Property Document exists except as is identified in Section 3.12(c) of the Company Disclosure Schedule.
(c) Except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any Real Property Documents or any amendments or terminations of any such Real Property Documents.
(d) There are no pending or, to the Knowledge of the Company, threatened condemnation proceedings with respect to the Owned Assets or Real Property Interests.
(e) The Company and each Company Subsidiary, have such consents, easements, servitudes, rights-of-way, permits or licenses (collectively, “Rights-of-Way”) as applicable, has good and marketable title to, or in the case of leased assets, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary are sufficient to conduct their businesses in all material respects for the conduct of the business as currently conducted, except such Rights-of-Way that, if not obtained, would not reasonably be expected to have a Material Adverse Effect. Except as would not be reasonably expected to have a Material Adverse Effect, each of the Company and each Company Subsidiary has fulfilled and performed all its obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, expiration, revocation or termination thereof or would result in any impairment of the Company Subsidiariesrights of the holder of any such Rights-of-Way, taken except for such expirations, revocations, terminations and impairments that do not affect the commercial use of the property for the purposes for which the property is currently being used and except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate, or to require annual or other periodic payments as a wholecondition to the continuance of, as currently conducted, free and clear of all Liens, except Permitted Lienssuch right.
(b) As of the date hereof, the Company and the Company Subsidiaries do not own any real property.
(cf) Section 3.19(c3.12(f) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of any lease, sublease, license or occupancy agreement for real property all cavity storage agreements (“Leased Real Property”), including all material amendments, material amendments and modifications and terminations thereof, pursuant to which the Company or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the Leased Real Property. None of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interestthereto) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise.
(d) The Company has delivered to the Parent true, correct and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, orthrough which, to the Knowledge of the Company, the lessor or landlord thereunder, and there are no events which with grantor derives any of the passage of time rights leased or notice, or both, would constitute a material default on the part of granted to the Company or any Company Subsidiary, orSubsidiary under the Real Property Documents (the referenced cavity agreements being referred to individually as a “Cavity Agreement” and collectively as the “Cavity Agreements”). Except as set forth in Section 3.12(f) of the Company Disclosure Schedule or would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Company, each Cavity Agreement is a legal, valid and binding obligation, enforceable for the full term thereof in accordance with its terms, including any other party to renewal terms, by the Leases. Neither parties thereto, and the Company nor any and the Company Subsidiary has Subsidiaries have not received any written notice alleging (and are not aware) of any default under any of the LeasesCavity Agreement.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed.
Appears in 1 contract
Samples: Merger Agreement (Energysouth Inc)
Title to Assets; Real Property. (a) The No Acquired Company owns any land, building, structure, easement or other right or interest appurtenant thereto (including air, oil, gas, mineral and each Company Subsidiary, as applicable, has good and marketable title to, or in the case of leased assets, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary in all material respects for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except Permitted Lienswater rights) (“Real Property”).
(b) As of the date hereof, the Company and the Company Subsidiaries do not own any real property.
(c) Section 3.19(c3.10(b) of the Company Disclosure Schedule Schedules sets forth a listlist of all leases of Real Property (including all amendments, as of guaranties and other agreements with respect thereto) to which any Acquired Company is a party (such property, the date hereof, of any lease, sublease, license or occupancy agreement for real property (“Leased Real Property”), the address of each parcel of Leased Real Property, the current annualized rent payment thereunder (including all material amendmentsany property tax or other obligations determined by formula, material modifications which may be set forth at the amount actual paid in 2015) and terminations thereofthe expiration date of the applicable lease. Except as set forth in Section 3.10(b) of the Disclosure Schedules, pursuant with respect to which the Company or any Company Subsidiary each of such leases, subleases(A) such lease is legal, uses or otherwise occupies valid, binding and enforceable against any real property Acquired Company, and is in full force and effect; (any such leaseB) the respective Acquired Company has good and valid title to, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the all Leased Real Property. None of ; (C) neither the Company, any of the Acquired Company Subsidiaries, ornor, to the Company’s Knowledge, any other partyparty to such lease, is in material breach or default under such lease, and no event has subleasedoccurred or circumstance exists that, licensed with the delivery of notice, passage of time or otherwise granted both, would constitute such a material breach or default or permit the termination or modification of, or acceleration of rent under, such lease; and (D) all Leased Real Property is free and clear of Liens except for Permitted Encumbrances.
(c) The Company has delivered or made available to Parent true, complete and correct copies of any Personleases or other Contracts affecting the Leased Real Property. No Acquired Company 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 Real Property. The use and operation of the Leased Real Property in the conduct of the Acquired Companies’ 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 an Acquired Company. There are no Actions pending nor, to the Company Company’s Knowledge, threatened against or affecting the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers thereof or otherwiseinterest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(d) The Company has delivered to the Parent true, correct and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of comprises all of the LeasesReal Property used in, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, or, to the Knowledge of the Companyotherwise related to, the lessor or landlord thereunder, Acquired Companies’ businesses; and there are no events which with the passage of time or notice, or both, would constitute Acquired Company is a material default on the part of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any other party to the Leases. Neither the Company nor any Company Subsidiary has received agreement or option to purchase any written notice alleging any default under any of the Leases.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employedor interest therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc)
Title to Assets; Real Property. (a) The Company and each Company Subsidiary, as applicable, has good and marketable title to, or in the case of leased assets, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary in all material respects for the conduct of the business of Neither the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except Permitted Liens.
(b) As of the date hereof, the Company and the Company Subsidiaries do not own nor any Subsidiary owns any real property.
(cb) Section 3.19(c3.13(b) of the Company Disclosure Schedule sets forth a list, as lists (i) the street address of the date hereof, each parcel of any lease, sublease, license or occupancy agreement for real property (“Leased Real PropertyProperty and each lease or sublease (collectively, the “Leases”), including all material amendments, material modifications and terminations thereof, pursuant ) to which the Company or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property is a party with respect to each such Leased Real Property and (any ii) the current use of such lease, sublease, license or occupancy agreement being hereinafter referred property. With respect to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the each Leased Real Property. None , the Seller has delivered or made available to Purchaser true, complete and correct copies of all Leases and such Leases have not been amended, modified, supplemented, assigned or transferred except to the extent set forth on Section 3.13(b) of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwiseDisclosure Schedule.
(dc) The Company has delivered to the Parent true, correct Each Lease is valid and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which binding on the Company or any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and bindingSubsidiary, and enforceable as the case may be, in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, orthereof and, to the Knowledge of the CompanySeller, the lessor or landlord thereundercounterparties thereto, and there are no events which with the passage is in full force and effect in all material respects, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of time general applicability relating to or notice, or both, would constitute a material default on the part of the Company or any Company Subsidiary, or, affecting creditors’ rights and to the Knowledge of the Company, any other party to the Leasesgeneral equitable principles. Neither the Company nor any Subsidiary is in material breach of, or material default under, any Lease to which it is a party. Neither the Company Subsidiary nor any of the Subsidiaries has received exercised or given notice of exercise of, nor has any written lessor, sublessor, landlord or sublandlord exercised or given notice alleging of exercise of, any default under option, right of first offer or right of first refusal contained in any of the Leases.
(ed) The Except as set forth in Section 3.13(d) of the Disclosure Schedule, neither the Company nor any Subsidiary is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease or occupancy of any Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employedProperty.
Appears in 1 contract
Title to Assets; Real Property. (a) The Company and each operates from one (1) office located at 0000 Xxxxxxxx Xxxxxxxxx, #000, Xxxxxxxxx, Xxxxxxxxx 00000. The Company Subsidiary, as applicable, has good and marketable valid title to, or in the case of leased assets, a valid leasehold interests interest in, all machineryReal Property, equipment, furniture, fixture and other tangible personal property and other assets necessary reflected in all material respects for the conduct Year End Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of since the Balance Sheet Date. Except as set forth in Section 3.10(a) of the business of the Company Disclosure Schedules, all such properties and the Company Subsidiaries, taken as a whole, as currently conducted, assets (including leasehold interests) are free and clear of all LiensEncumbrances except for (i) liens for Taxes not yet due and payable; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith as set forth on Section 3.10(a)(ii) of the Disclosure Schedules; (iii) statutory liens securing the claims or demands of materialmen, except mechanics, carriers, warehousemen, landlords, and other like persons for labor, materials, supplies, or rentals, if any, which claims or demands are included in Current Liabilities; (iv) liens resulting from deposits made in connection with workers’ compensation, unemployment Taxes or insurance, social security and like laws; (v) liens of banks and financial institutions with respect to funds on deposit therewith (collectively, “Permitted Liens”).
(b) As of the date hereofSeller has no owned Real Property and is not a party to any contract to sell or acquire any Real Property. With respect to leased Real Property, the Company Seller has delivered or made available to Buyer true, complete and the Company Subsidiaries do not own any real property.
(c) Section 3.19(c) of the Company Disclosure Schedule sets forth a list, as of the date hereof, correct copies of any lease, sublease, license or occupancy agreement for real property (“Leased leases affecting the Real Property”), including all material amendments, material modifications and terminations thereof, pursuant to which the Company or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company is not a sublessor or a Company Subsidiary has a valid and subsisting leasehold interest in grantor under any sublease or other instrument granting to any other Person any right to the Leased possession, lease, occupancy or enjoyment of any leased Real Property. None The use and operation of the Real Property in the conduct of the Company’s business do not violate in any material respect any Law, any of covenant, condition, restriction, easement, license, permit or agreement. To the Company Subsidiaries, or, to the CompanySeller’s Knowledge, any other party, has subleased, licensed no material improvements constituting a part of the Real Property encroach on real property owned or otherwise granted any Person, leased by a Person other than the Company Company. To the Seller’s Knowledge, there are no Actions pending nor threatened against or affecting the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers thereof or otherwiseinterest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(d) The Company has delivered to the Parent true, correct and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, or, to the Knowledge of the Company, the lessor or landlord thereunder, and there are no events which with the passage of time or notice, or both, would constitute a material default on the part of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any other party to the Leases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default under any of the Leases.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed.
Appears in 1 contract
Title to Assets; Real Property. (a) As of the Closing Date, the Licensed Entity will have good and valid title to, or a valid leasehold interest in, all personal property and other assets reflected in the April 2023 Balance Sheet or acquired after the date of the April 2023 Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Effective Date. As of the Closing Date, all such properties and other assets (including leasehold interests) will be free and clear of Encumbrances except for Permitted Encumbrances.
(b) Section 3.09(b) of the Disclosure Schedule sets forth a true, correct and complete list of all Real Property and interests in Real Property leased or subleased by the Licensed Entity, the Sellers or their Affiliate, in each case as a lessee (collectively, the “Leased Properties”) and identifies for each lease of Leased Property (individually, a “Lease” and, collectively, the “Leases”) the parties thereto, the address of the property subject thereto, the rent payable thereunder, the terms of any renewal options, the substance of any amendments or modifications thereto and any reciprocal easement or operating agreements relating thereto. The Company applicable Seller or the Licensed Entity (as applicable) has good, marketable and valid leasehold interest in each Company SubsidiaryLeased Property, subject only to Permitted Encumbrances. The Sellers have previously delivered to Buyer correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) except as set forth in Section 3.09(b) to the Disclosure Schedule, neither any Seller nor the Licensed Entity, as applicable, nor, any other party to any Lease, is in breach or default thereunder, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under such Lease; (iii) no party to any Lease has repudiated any provision thereof; (iv) there are no disputes or oral agreements in effect as to any Lease; (v) no Lease has been modified in any material respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyer; and (vi) neither any Seller nor the Licensed Entity, as applicable, has good and marketable title toassigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the case of leased assets, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary in all material respects for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except Permitted Liens.
(b) As of the date hereof, the Company and the Company Subsidiaries do not own any real propertyLease.
(c) Section 3.19(c) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of any lease, sublease, license or occupancy agreement for real property (“Leased With respect to each Real Property”): (i) the current use of such Real Property and the operation of Business thereon does not violate any instrument of record or material Contract affecting such Real Property, including all material amendments, material modifications and terminations thereof, pursuant to which the Company or any Company Subsidiary applicable Law in any material respect (without any fines or monetary Liabilities attached); (ii) there are no leases, subleases, uses licenses, concessions or otherwise occupies other Contracts, written or oral, granting to any real property (any such lease, sublease, license Person the right of use or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest of any portion of such Real Property except in the Leased Real Property. None favor of the Company, any Sellers or the Licensed Entity; and (iii) as of the Company SubsidiariesClosing Date, or, to there are no Persons in possession of such Real Property except the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company Sellers or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwiseLicensed Entity.
(d) The Company has delivered to Sellers or the Parent true, correct and complete copies Licensed Entity (as applicable) are in possession of all Leasescertificates of occupancy and Permits necessary for the current use and operation of each Real Property. Such Permits have been validly issued by the appropriate Governmental Authority in compliance with all applicable Laws, and there are no other material lease agreements for real property affecting the Leased Real Property or Sellers and the Licensed Entity have each fully complied with all conditions of the Permits applicable to which the Company or any Company Subsidiary is bound; and all each. All such Leases Permits are in full force and effect and valid and bindingwithout further consent or approval of any Person.
(e) No part of any Real Property, as applicable, is subject to any building or use restrictions that would restrict or prevent the operation of the Business on such Real Property, and enforceable in accordance with their respective terms. The Company each Real Property is properly and the Company Subsidiaries are in material compliance with the terms of all of the Leasesduly zoned for its current use, and there are no material defaults under the Leases by the Company or such current use is in all respects a conforming use. No Governmental Authority having jurisdiction over any Company Subsidiaries, Real Property has issued or, to the Knowledge of the CompanySellers, threatened to issue, any notice or order, injunction, judgment, decree, ruling, writ or arbitration award that materially and adversely affects the lessor use or landlord thereunder, and there are no events which with the passage operation of time or notice, or both, would constitute a material default on the part of the Company or any Company Subsidiary, Real Property.
(f) There does not exist any actual or, to the Knowledge of the CompanySellers, threatened or contemplated, condemnation or eminent domain proceedings that materially and adversely affects any other party to Real Property, as applicable, or any part thereof, and neither any Seller nor the Leases. Neither the Company nor any Company Subsidiary Licensed Entity has received any written notice alleging any default under any notice, oral or written, of the Leasesintention of any Governmental Authority or other Person to take or use any Real Property or any material part thereof.
(eg) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient Licensed Entity has performed in all material respects for its obligations under the uses EBA Leases and has reasonably satisfied, or is in which such property is presently employedthe process of reasonably satisfying, the additional actions requested by the landlords under the EBA Leases or the MxXxxxxxx Ranch Property Owners’ Association, Inc., respectively.
Appears in 1 contract
Title to Assets; Real Property. (a) The Company or one of its Subsidiaries owns, and each Company Subsidiary, as applicable, has good and marketable valid title to, each of the tangible assets reflected as owned by the Company or its Subsidiaries on the April Balance Sheet (except for tangible assets sold or disposed of since April 2, 2005 and except for tangible assets being leased to the Company or one of its Subsidiaries) free of any liens or encumbrances (other than Permitted Encumbrances). Part 3.7 of the Company Disclosure Schedule identifies all fee interests owned by the Company in any real property (the case “Company Fee Property”) as of leased assets, the date of this Agreement.
(b) The Company or one of its Subsidiaries has a good and valid leasehold interests ininterest as of the date of this Agreement in each parcel of real property leased by the Company or any of its Subsidiaries from another Person (the “Company Leased Property” and together with the Company Fee Property, all machinerythe “Company Real Property”) pursuant to a lease set forth in Part 3.7 of the Company Disclosure Schedule (the leases set forth in Part 3.7 of the Company Disclosure Schedule, equipmentthe “Company Leases”), furniture, fixture and other tangible personal in each case where any such leased property and assets is necessary in all material respects for to the conduct of the business of the Company or its Subsidiaries as it is currently conducted or requires the payment of a monthly rental in excess of $20,000. The Company or one of its Subsidiaries has the right to use and occupy each parcel included in the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except Permitted Liens.
(b) As of Leased Property for the date hereof, the Company and the Company Subsidiaries do not own any real property.
(c) Section 3.19(c) full term of the Company Disclosure Schedule sets forth Lease relating thereto, except as otherwise provided in the applicable Company Lease. Each Company Lease is a listlegal, valid and binding agreement of the lessor thereunder, enforceable by the Company or its Subsidiary, as applicable, in accordance with its terms, and, as of the date hereofof this Agreement, there is no default under any Company Lease nor any condition or event, which, after notice or a lapse of time or both would constitute a default under any Company Lease (nor has the Company or any of its Subsidiaries received, between January 1, 2003 and the date of this Agreement, notice of any leasedefault, subleaseor any condition or event, license which, after notice or occupancy agreement for real property (“Leased Real Property”)a lapse of time or both would constitute a default, including under any Company Lease, except where such default, condition or event has been cured or otherwise resolved in all material amendments, material modifications and terminations thereof, respects or where such notice has been withdrawn or is otherwise no longer pending). There is no currently effective assignment or sublease pursuant to which the Company or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary of its Subsidiaries has a valid and subsisting leasehold interest in the Leased Real Property. None of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise.
(d) The Company has delivered to the Parent true, correct and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or assigned any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company Lease or sublet any Company Subsidiaries, or, to the Knowledge of the Company, the lessor or landlord thereunder, and there are no events which with the passage of time or notice, or both, would constitute a material default on the part of the Company or premises covered by any Company SubsidiaryLease except as would not, orin the aggregate, be material to the Knowledge of the CompanyCompany and its Subsidiaries, any other party to the Leases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default under any of the Leasestaken as a whole.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed.
Appears in 1 contract
Title to Assets; Real Property. (a) The Company or one of its Subsidiaries owns, and each Company Subsidiary, as applicable, has good and marketable valid title to, each of the tangible assets reflected as owned by the Company or its Subsidiaries on the April Balance Sheet (except for tangible assets sold or disposed of since April 2, 2005 and except for tangible assets being leased to the Company or one of its Subsidiaries) free of any liens or encumbrances (other than Permitted Encumbrances). Part 3.7 of the Company Disclosure Schedule identifies all fee interests owned by the Company in any real property (the case "Company Fee Property") as of leased assets, the date of this Agreement.
(b) The Company or one of its Subsidiaries has a good and valid leasehold interests ininterest as of the date of this Agreement in each parcel of real property leased by the Company or any of its Subsidiaries from another Person (the "Company Leased Property" and together with the Company Fee Property, all machinerythe "Company Real Property") pursuant to a lease set forth in Part 3.7 of the Company Disclosure Schedule (the leases set forth in Part 3.7 of the Company Disclosure Schedule, equipmentthe "Company Leases"), furniture, fixture and other tangible personal in each case where any such leased property and assets is necessary in all material respects for to the conduct of the business of the Company or its Subsidiaries as it is currently conducted or requires the payment of a monthly rental in excess of $20,000. The Company or one of its Subsidiaries has the right to use and occupy each parcel included in the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except Permitted Liens.
(b) As of Leased Property for the date hereof, the Company and the Company Subsidiaries do not own any real property.
(c) Section 3.19(c) full term of the Company Disclosure Schedule sets forth Lease relating thereto, except as otherwise provided in the applicable Company Lease. Each Company Lease is a listlegal, valid and binding agreement of the lessor thereunder, enforceable by the Company or its Subsidiary, as applicable, in accordance with its terms, and, as of the date hereofof this Agreement, there is no default under any Company Lease nor any condition or event, which, after notice or a lapse of time or both would constitute a default under any Company Lease (nor has the Company or any of its Subsidiaries received, between January 1, 2003 and the date of this Agreement, notice of any leasedefault, subleaseor any condition or event, license which, after notice or occupancy agreement for real property (“Leased Real Property”)a lapse of time or both would constitute a default, including under any Company Lease, except where such default, condition or event has been cured or otherwise resolved in all material amendments, material modifications and terminations thereof, respects or where such notice has been withdrawn or is otherwise no longer pending). There is no currently effective assignment or sublease pursuant to which the Company or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary of its Subsidiaries has a valid and subsisting leasehold interest in the Leased Real Property. None of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise.
(d) The Company has delivered to the Parent true, correct and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or assigned any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company Lease or sublet any Company Subsidiaries, or, to the Knowledge of the Company, the lessor or landlord thereunder, and there are no events which with the passage of time or notice, or both, would constitute a material default on the part of the Company or premises covered by any Company SubsidiaryLease except as would not, orin the aggregate, be material to the Knowledge of the CompanyCompany and its Subsidiaries, any other party to the Leases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default under any of the Leasestaken as a whole.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed.
Appears in 1 contract
Title to Assets; Real Property. (a) The Company and each Company Subsidiary, as applicable, has good and marketable valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property the properties and assets necessary in all material respects for it purports to own or lease, including the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conductedGeismar Facility, free and clear of all any Liens, except for Permitted Liens.
Liens (b) As of the date hereof, the “Company and the Assets”). The Company Subsidiaries do does not own any real property.
(cb) Section 3.19(c) of the Company Disclosure Schedule sets forth a listThe Company’s assets are, as of the date hereof, and will be, on the Closing Date, all of the assets used in the conduct of the Company’s business as of the Closing Date except for any leaseassets disposed of in the normal course of business. Seller has provided the Purchaser with all material reports Seller has commissioned and received from third party experts in regards to the Geismar Facility since the start-up date of the Geismar Facility. The Seller has made available to the Purchaser all material records of the Company regarding the Geismar Facility, subleaseto the extent the same are in Seller’s possession or available to Seller. Notwithstanding the above, license or occupancy Parent and Purchaser acknowledge that other potential purchasers have considered the potential acquisition of the Geismar Facility and Seller (i) cannot disclose any information received under the terms of a confidentiality agreement for with the potential purchaser Tyson had discussions with regarding the Geismar Facility, and (ii) makes no representations and warranties in regards to information received from other potential purchasers.
(c) The Company enjoys peaceful and undisturbed possession under all leases of real property (“Leased Real Property”), including all material amendments, material modifications and terminations thereof, pursuant to which the Company is a party. Section 4.15(c) of the Seller Disclosure Schedules sets forth a complete and accurate list of all such leases. To Seller’s Knowledge, all such leases are valid obligations of the respective lessors. No material default by the Company exists under any of them, nor to Seller’s Knowledge is there any set of facts by which giving of notice or any lapse of time would constitute a material default by the Company Subsidiary leases, subleases, uses or otherwise occupies any real property (under any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the Leased Real Property. None of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise.
(d) The Company has delivered to To Seller’s Knowledge, the Parent trueCompany’s operations on any owned or leased real property, correct and complete copies of all Leasesincluding improvements thereon, do not violate in any material respect any applicable building code zoning requirement, or classification, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or such non-violation is not dependent, in any Company Subsidiary is bound; and all such Leases are in full force and effect and valid and bindinginstance, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, or, to the Knowledge of the Company, the lessor or landlord thereunder, and there are no events which with the passage of time or notice, or both, would constitute a material default on the part of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any other party to the Leases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default under any of the Leasesso-called non-conforming use exceptions.
(e) The Leased Real Property is in good condition and repair in all material respectsThere does not exist any actual or, subject to ordinary wear and tearSeller’s Knowledge, threatened or contemplated condemnation or eminent domain proceedings that affect any of the Company’s leased real property or any part thereof, and the Company has not received any notice, oral or written, of the intention of any Governmental Authority or other Person to take or use all or any part thereof.
(f) The Company does not own, hold, is sufficient in all material respects for the uses in which such not obligated under, or is not a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property is presently employedor any portion thereof or interest therein.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Renewable Energy Group, Inc.)
Title to Assets; Real Property. (a) The Company and each Company Subsidiaryhas good, as applicable, has good valid and marketable title to, or in the case of leased assets, a valid and marketable leasehold interests interest in, all machinery, equipment, furniture, fixture Real Property and other tangible personal property and other assets necessary reflected in all material respects for the conduct Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of the Company’s business of the Company consistent with past practice. All such properties and the Company Subsidiaries, taken as a whole, as currently conducted, assets (including leasehold interests) are free and clear of all Liens, Encumbrances except for Permitted LiensEncumbrances.
(b) As of the date hereof, the Company and the Company Subsidiaries do not own any real property.
(c) Section 3.19(c3.10(b) of the Company Disclosure Schedule sets forth a listSchedules lists: (i) the street address of each parcel of Real Property; (ii) the landlord under each applicable lease or sublease, as the rental amount currently being paid, the amount of any deposits, and the expiration of the date hereofterm of such lease or sublease for each leased or subleased property (collectively, the “Leases”); and (iii) the current use of such property. Seller has delivered or made available to Buyer true, complete and correct copies of any lease, sublease, license or occupancy agreement for real property (“Leased leases and subleases affecting the Real Property”), including all material of which are set forth on Section 3.10(b) of the Disclosure Schedules, together with all amendments, material modifications and terminations thereofno lease or sublease has been amended, pursuant to which the Company modified or any Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a “Lease”). The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the Leased Real Property. None of the Company, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, terminated other than the Company amendments or the Company Subsidiaries, the right modifications provided to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise.
(d) The Company Purchaser. Seller has delivered to the Parent provided true, correct and complete copies of all Leasestitle insurance policies, environmental reports, zoning reports, and there surveys covering the Real Property. The Company does not own any Real Property. 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 Real Property. The use and operation of the Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. No material improvements constituting a part of the Real Property encroach on real property owned or leased by any Person. There are no other material lease agreements for real property Actions pending nor, to the 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) With respect to which each of the Company or any Company Subsidiary Leases: (i) such Lease is bound; legal, valid, binding and all such Leases are enforceable against the Company, and is in full force and effect and valid has not been modified except as disclosed by Seller to Buyer; and binding(ii) the Company is not, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, or, to the Knowledge of the Company, the lessor no other party to a Lease is, in breach or landlord thereunderdefault under any such Lease, and there are no events which event has occurred or circumstance exists which, with the delivery of notice, passage of time or notice, or both, would constitute such a material breach or default on or permit the part termination, modification or acceleration of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any other party to the Leases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default rent under any of the Leasessuch Lease.
(e) The Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kingsway Financial Services Inc)
