Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries. (b) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any material violations of any covenants or restrictions against the Company or any of its Subsidiaries, or (ii) any material violations of any zoning codes or ordinances or other laws, rules or regulations of any Governmental Authorities applicable to the Real Property. (c) None of Seller, the Company or any of its Subsidiaries has received written notice that the access of each Real Property to and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revoked. (d) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any pending rezoning or other pending land use compliance actions affecting the Company or any of its Subsidiaries and Seller has no knowledge of any threatened or contemplated rezoning or other land use compliance actions affecting or which could reasonably be expected to affect the Company or any of its Subsidiaries. (e) Except for the pending discussions with the local authority regarding potential road restructuring in the immediate vicinity of the Chambrel at Williamsburg facility, none of Seller, the Company or any of its Subsidiaries has received written notice of any pending or proposed condemnation or eminent domain proceedings and, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company or any of its Subsidiaries or all or any portion of the Real Property. Between the date hereof and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property of which it receives written notice or obtains knowledge. (f) None of Seller or Company or any of its Subsidiaries has granted any party other than Purchaser and Purchaser's sublessees any right to occupy any portion of the Real Property. (g) There are no outstanding options or rights of first refusal to purchase the Real Property or any portion thereof or interest therein, other than rights running in favor of Purchaser.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brookdale Senior Living Inc.), Stock Purchase Agreement (Capstead Mortgage Corp)
Title to Property and Related Matters. Seller has received no written notice of and Seller has no knowledge of (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
(b) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any material violations of any covenants or restrictions against encumbering the Company or any of its SubsidiariesAssets, or (iib) any material violations of any zoning codes codes, or ordinances or other laws, rules or regulations Applicable Laws of any Governmental Authorities applicable to the Real Property.
(c) None of Seller, the Company or any of its Subsidiaries has received written notice that the access of each Real Property to and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revoked.
(d) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any pending rezoning or other pending land use compliance actions affecting the Company or any of its Subsidiaries and Assets. Seller has no knowledge of any threatened agreements, documents, or contemplated rezoning or other instruments which are not recorded among the land use compliance actions affecting or records but which could reasonably be expected to affect the Company or title to any of its Subsidiaries.
Facility. Subject to Permitted Liens (eas hereinafter defined) Except Seller has good and marketable fee simple title to the Owned Facilities and all Assets associated therewith, except for the pending discussions with Owned Facilities which are set forth on Schedule 2.8(a) (the local authority regarding potential road restructuring "Conveyance Assets") that are currently leased by Seller pursuant to the leases more particularly described thereon, including all documents and instruments executed by Seller in connection therewith as set forth on such schedule and including all amendments and modifications thereto (the immediate vicinity "Conveyance Asset Leases"). Seller hereby represents and warrants that Seller has a valid and enforceable right to purchase the Conveyance Assets pursuant to valid purchase agreements and which Seller is obligated to acquire fee simple title to and to convey to Purchaser, or to cause Purchaser to acquire directly, pursuant to Section 4.17. Seller has title to the Owned Assets other than the Conveyance Assets free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except for (i) the indebtedness evidenced by recorded mortgages of record, which Seller shall cause to be paid and released as of Closing; (ii) statutory liens for taxes and other impositions which are not yet delinquent; (iii) the matters defined as "Permitted Encumbrances" in Section 4.10(b) hereof, and (iv) such encumbrances as will be cured or removed by Seller as of the Chambrel at Williamsburg facility, none of Seller, the Company or any of its Subsidiaries has received written notice of any pending or proposed condemnation or eminent domain proceedings and, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company or any of its Subsidiaries or all or any Closing for such portion of the Real Property. Between the date hereof and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property of which it receives written notice or obtains knowledgeAssets encumbered thereby ("Permitted Liens").
(f) None of Seller or Company or any of its Subsidiaries has granted any party other than Purchaser and Purchaser's sublessees any right to occupy any portion of the Real Property.
(g) There are no outstanding options or rights of first refusal to purchase the Real Property or any portion thereof or interest therein, other than rights running in favor of Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement
Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
(b) None of Seller, the Company or any of its Subsidiaries Seller has received no written notice of and Seller has no knowledge of (ia) any material violations of any covenants or restrictions against encumbering the Company or any of its SubsidiariesAssets, or (iib) any material violations of any zoning codes codes, or ordinances or other laws, rules or regulations Applicable Laws of any Governmental Authorities applicable to the Real PropertyAssets. Seller has no knowledge of any agreements, documents, or instruments which are not recorded among the land records but which affect the title to any Facility. Subject to Permitted Liens (as hereinafter defined) Seller has good and marketable fee simple title to the Owned Facilities and all Assets associated therewith, except for the Owned Facilities which are set forth on Schedule 2.8(a) (the "Conveyance Assets") that are currently leased by Seller pursuant to the leases more particularly described thereon, including all documents and instruments executed by Seller in connection therewith as set forth on such schedule and including all amendments and modifications thereto (the "Conveyance Asset Leases"). Seller hereby represents and warrants that Seller has a valid and enforceable right to purchase the Conveyance Assets pursuant to valid purchase agreements and which Seller is obligated to acquire fee simple title to and to convey to Purchaser, or to cause Purchaser to acquire directly, pursuant to Section 4.17. Seller has title to the Owned Assets other than the Conveyance Assets free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except for (i) the indebtedness evidenced by recorded mortgages of record, which Seller shall cause to be paid and released as of Closing; (ii) statutory liens for taxes and other impositions which are not yet delinquent; (iii) the matters defined as "Permitted Encumbrances" in Section 4.10(b) hereof, and (iv) such encumbrances as will be cured or removed by Seller as of the Closing for such portion of the Assets encumbered thereby ("Permitted Liens").
(b) Seller is the holder of valid and existing leasehold estates, as lessee, of the Conveyance Assets and the Leased Facilities, for the terms set forth in and pursuant to the terms of the Conveyance Asset Leases and the leases for the Leased Facilities (collectively, the "Facility Leases"). True and complete copies (including amendments, if any) of the Facility Leases have been delivered to Purchaser and are listed on Schedule 2.8(b), which Schedule 2.8(b) also contains a list of all documents and instruments delivered in connection with the Facility Leases and the names of the lessors under the Facility Leases (the "Facility Lessors"). Each of the Conveyance Asset Leases and the Facility Leases are in full force and effect, Seller is not in default under and Seller has not received written notice of, and Seller does not have any knowledge of, any default or breach under any of the Conveyance Asset Leases or the Facility Leases by any party thereto. To the knowledge of Seller, no event has occurred which with the giving of notice or lapse of time, or both, would cause a breach or a default by any party under the Conveyance Asset Leases and the Facility Leases.
(c) None of SellerExcept for Personal Property leased pursuant to the Equipment Leases and the Facility Leases, the Company or any of its Subsidiaries has received written notice that the access of each Real Property Seller owns good and marketable title to and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revokedall Personal Property.
(d) None All Facilities are supplied with such utilities as are necessary for the operation of Sellersuch Facilities as currently operated and for their intended purposes.
(e) Each of the Facilities abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent irrevocable easement benefiting the Company or any of its Subsidiaries Real Property upon which such Facility is located, and Seller has no knowledge of, and has received written no notice of that alleges any breach or default under any instrument creating such easement or attempting to terminate or revoke such easement.
(if) any There are no pending rezoning or other pending land use compliance actions affecting the Company or any of its Subsidiaries Assets and Seller has not received written notice of and has no knowledge of any threatened or contemplated rezoning or other land use compliance actions affecting or which could reasonably be expected to will affect the Company Assets. The current use of each Leased Facility and Owned Facility is lawfully permitted either as a currently conforming use or as a fully legally "grandfathered use", and there is no known violation of any Applicable Laws relating to the zoning, land use, building codes and other similar requirements of its SubsidiariesGovernmental Authorities.
(eg) Except At the Closing, Seller shall not be indebted to any contractor, laborer, mechanic, materialman, architect or engineer for the pending discussions work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the local authority regarding potential road restructuring in Assets for which any such person could lawfully claim a lien against the immediate vicinity of the Chambrel at Williamsburg facility, none of Seller, the Company or any of its Subsidiaries has received written notice of any pending or proposed Assets.
(h) There are no condemnation or eminent domain proceedings andpending, or, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company Assets or any part thereof, or access thereto, and Seller has not received notice, oral or written, of its Subsidiaries the desire of any public authority or all other entity to take or use the Assets or any portion of the Real Propertypart thereof. Between the date hereof and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property Assets of which it Seller receives written notice or obtains knowledge.
(fi) None There are no parties other than Seller in possession of Seller or Company the Assets, or any of its Subsidiaries has granted any party portion thereof, other than Purchaser tenants under the Tenant Leases set forth in Schedule 2.10 who are in possession of space to which they are entitled and Purchaser's sublessees any right Residents pursuant to occupy any portion Residency Agreements, all of whom are set forth on the Real Propertyrent rolls attached as part of Schedule 2.7(b).
(gj) There are no outstanding options or rights of first refusal to purchase the Real Property Assets or any portion thereof or interest therein, other than rights running in favor of PurchaserSeller, all of which are being assigned as part of the Assets.
(k) The Assets constitute all of the asset necessary and sufficient to conduct the operation of the Facilities in the manner that such operations have been conducted by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Brookdale Senior Living Inc.)
Title to Property and Related Matters. (a) With respect to each parcel of Real PropertyTo Seller’s knowledge, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which there are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
(b) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any material no violations of any covenants or restrictions against encumbering the Company or any of its SubsidiariesAssets, or (ii) any material and there are no violations of any zoning codes Applicable Laws relating to the Licenses or ordinances the operation of the Facility for the Permitted Use or any other laws, rules or regulations Applicable Laws of any Governmental Authorities applicable to the Real PropertyAssets or the operations thereof. Seller has no knowledge of any agreements, documents or instruments which are not recorded among the land records but which affect the title to the Facility.
(b) Seller is the holder of insurable and valid fee simple title to the Facility free and clear of all Monetary Encumbrances (as defined in Section 4.10(b)) other than such Monetary Encumbrances as Seller shall pay and discharge in full prior to or on or at Closing.
(c) None The Facility is supplied with such utilities as are necessary for the operation of Sellerthe Facility as currently operated and for its intended purpose, and Seller has no knowledge of any future plans by any utility provider to curtail or eliminate any utilities currently serving the Company or Assets. All utilities for the Facility are in the name of THP and all utility bills and deposits required by any of its Subsidiaries has received written notice that the access of each Real Property to and from publicly dedicated streets directly or utility provider for accounts in THP’s name have been paid by valid and subsisting easements may be terminated or revokedTHP.
(d) None of SellerThe Facility abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent irrevocable and insurable easement benefiting the Company or any of its Subsidiaries Real Property upon which the Facility is located, and Seller has no knowledge of, and has received written no notice of that alleges any breach or default under any instrument creating any such easement or attempting to terminate or revoke such easement.
(ie) any To Seller’s knowledge, there are no pending rezoning or other pending land use compliance actions affecting the Company Assets or any properties in the immediate vicinity of its Subsidiaries the Assets. Seller has not received written notice of and Seller has no knowledge of any threatened or contemplated rezoning or other land use compliance actions affecting or which could reasonably be expected to will affect the Company or any of its Subsidiaries.
(e) Except for the pending discussions with the local authority regarding potential road restructuring Assets, including, without limitation, on properties in the immediate vicinity of the Chambrel at Williamsburg facilityAssets. The current use of the Facility is lawfully permitted either as a currently conforming use or as a fully legally "grandfathered use", none of Seller, the Company or any of its Subsidiaries has received written notice and there is no known violation of any pending Applicable Laws relating to the zoning, land use, building codes or proposed other similar requirements of Governmental Authorities.
(f) At the Closing, Seller shall not be indebted to any contractor, laborer, mechanic, materialman, architect or engineer for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the Assets for which any such person could lawfully claim a lien against the Assets.
(g) There are no condemnation or eminent domain proceedings andpending, or, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company Assets or any part thereof, or access thereto, and Seller has not received notice, oral or written, of its Subsidiaries the desire of any public authority or all other entity to take or use the Assets or any portion of the Real Propertypart thereof. Between the date hereof Effective Date and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property Assets of which it Seller receives written notice or obtains knowledge.
(fh) None There are no parties in possession of Seller or Company the Assets, or any of its Subsidiaries has granted any party portion thereof, other than Purchaser Seller and Purchaser's sublessees any right to occupy any portion of the Real PropertySubtenants.
(gi) There are no outstanding options or rights of first refusal to purchase the Real Property Assets or any portion thereof or interest therein, other than rights running .
(j) The Assets constitute all of the assets necessary and sufficient to conduct the operation of the Facility in favor of Purchaserthe manner that such operation has been conducted by Seller and as required by Applicable Laws.
Appears in 1 contract
Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which There are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
(b) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any material no violations of any covenants or restrictions against encumbering the Company or any of its SubsidiariesAssets, or (ii) any material and there are no violations of any zoning codes Applicable Laws relating to the Licenses or ordinances the operation of the Facility for the Permitted Use or any other laws, rules or regulations Applicable Laws of any Governmental Authorities applicable to the Real PropertyAssets or the operations thereof. Seller has no knowledge of any agreements, documents or instruments which are not recorded among the land records but which affect the title to the Facility.
(b) Seller is the holder of good and marketable, insurable and valid fee simple title to the Facility free and clear of all Monetary Encumbrances (as defined in Section 4.10(b)) other than such Monetary Encumbrances as Seller shall pay and discharge in full prior to or on or at Closing.
(c) None The Facility is supplied with such utilities as are reasonably necessary for the operation of the Facility as currently operated and for its intended purpose, and Seller has no knowledge of any future plans by any utility provider to curtail or eliminate any utilities currently serving the Assets. All utility bills and deposits required by any utility provider that are in Seller, ’s name have been paid by Seller in the Company or any ordinary course of its Subsidiaries has received written notice that the access of each Real Property to and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revokedbusiness.
(d) None of SellerThe Facility abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent irrevocable and insurable easement benefiting the Company or any of its Subsidiaries Real Property upon which the Facility is located, and Seller has no knowledge of, and has received written no notice of that alleges any breach or default under any instrument creating any such easement or attempting to terminate or revoke such easement.
(ie) any There are no pending rezoning or other pending land use compliance actions affecting the Company Assets or any properties in the immediate vicinity of its Subsidiaries the Assets. Seller has not received written notice of and Seller has no knowledge of any threatened or contemplated rezoning or other land use compliance actions affecting or which could reasonably be expected to will affect the Company or any of its Subsidiaries.
(e) Except for the pending discussions with the local authority regarding potential road restructuring Assets, including, without limitation, on properties in the immediate vicinity of the Chambrel at Williamsburg facilityAssets. The current use of the Facility is lawfully permitted either as a currently conforming use or as a fully legally “grandfathered use”, none of Seller, the Company or any of its Subsidiaries has received written notice and there is no known violation of any pending Applicable Laws relating to the zoning, land use, building codes or proposed other similar requirements of Governmental Authorities.
(f) At the Closing, Seller shall not be indebted to any contractor, laborer, mechanic, materialman, architect or engineer for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the Assets for which any such person could lawfully claim a lien against the Assets.
(g) There are no condemnation or eminent domain proceedings andpending, or, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company Assets or any part thereof, or access thereto, and Seller has not received notice, oral or written, of its Subsidiaries the desire of any public authority or all other entity to take or use the Assets or any portion of the Real Propertypart thereof. Between the date hereof Effective Date and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property Assets of which it Seller receives written notice or obtains knowledgenotice.
(fh) None There are no parties other than Seller in possession of Seller or Company the Assets, or any of its Subsidiaries has granted any party portion thereof, other than Purchaser and Purchaser's sublessees any right to occupy any portion of the Real PropertyTenant.
(gi) There are no outstanding options or rights of first refusal to purchase the Real Property Assets or any portion thereof or interest therein, other than rights running .
(j) The Assets constitute all of the assets reasonably necessary and sufficient to conduct the operation of the Facility in favor of Purchaserthe manner that such operation has been conducted by Seller and as required by Applicable Laws.
Appears in 1 contract
Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance Except for (i) for Taxes not yet due and payable or which are being contested in good faiththe Assumed Liabilities, (ii) that does not materially detract from the value of affected parcel, matters set forth on Schedule 2.9(a); (iii) that does statutory liens for taxes and other impositions which are not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or yet delinquent; (iv) caused all matters disclosed in the Title Reports and the Surveys and not timely objected to by Purchaser in writing, or any of Purchasertimely objected to by Purchaser in writing but thereafter cured or corrected, pursuant to Section 4.12 hereof, (v) the other matters defined as "Permitted Liens" in Section 4.12(b) hereof, and (vi) all zoning laws, subdivision laws, building codes and other laws and regulations (collectively the "Allowed Liens"), to the Seller's subsidiaries.
(b) None of Sellerknowledge, the Company or any of its Subsidiaries Seller has received no written notice of (ia) any material violations of any covenants or restrictions recorded in the public land records against the Company or any of its SubsidiariesReal Property, or (iib) any material violations of any zoning codes or ordinances or other laws, rules or regulations of any Governmental Authorities applicable to the Real Property.
(c) None of Seller, the Company or any of its Subsidiaries has received written notice that the access of each Real Property to and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revoked.
(d) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any pending rezoning or other pending land use compliance actions affecting the Company or any of its Subsidiaries and . Seller has no knowledge of any threatened agreements, documents or contemplated rezoning or other instruments which are not recorded among the land use compliance actions affecting or records but which could reasonably be expected to materially and adversely affect the Company marketability of title to any Facility.
(b) To Seller's knowledge, except for the Allowed Liens, and as set forth on Schedule 2.9(b), the Personal Property is not subject to any (A) contract of sale or lease, or (B) mortgage, security interests, encumbrance, lien or charge.
(c) To Seller's knowledge, Seller has not received any written notice of a violation of any zoning ordinance or regulation with respect to any of its Subsidiariesthe Facilities.
(d) At the Closing, Seller shall not be indebted to any contractor, laborer, mechanic, materialman, architect or engineer for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the Real Property for which any such person could lawfully claim a lien against the Real Property, except for any Assumed Liabilities, and except to the extent Purchaser is indemnified or otherwise protected by bonding or title insurance with respect to such matters at the expense of Seller as reasonably satisfactory to Purchaser.
(e) Except for the pending discussions with the local authority regarding potential road restructuring in the immediate vicinity of the Chambrel at Williamsburg facility, none of Seller, the Company or any of its Subsidiaries has received written notice of any pending or proposed There are no condemnation or eminent domain proceedings andpending, or, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company Real Property or any part thereof, and Seller has not received any written notice of its Subsidiaries the desire of any public authority or all other entity to take or use the Real Property or any portion of the Real Propertypart thereof. Between the date hereof and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property of which it receives written notice or obtains knowledge.
(f) None of Seller or Company or any of its Subsidiaries has granted any party other than Purchaser and Purchaser's sublessees any right to occupy any portion of the Real Propertynotice.
(g) There To Seller's knowledge, there are no outstanding options or rights parties (other than Seller) in possession of first refusal to purchase the Real Property Property, or any portion thereof or interest thereinthereof, other than rights running (i) parties under the Contracts, (ii) tenants under any leases listed in favor Schedule 2.9(g) hereto who are in possession of Purchaserspace to which they are entitled under such leases, and (iii) patients pursuant to the Patient Care Contracts described in Schedule 2.8(b).
Appears in 1 contract
Samples: Asset Purchase Agreement (Meridian Healthcare Growth & Income Fund LTD Partnership)
Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
(b) None of Seller, the Company or any of its Subsidiaries Seller has received no written notice of and Seller has no knowledge of (ia) any material violations of any covenants or restrictions against the Company or any of its SubsidiariesAssets, or (iib) any material violations of any zoning codes or ordinances or other laws, rules or regulations of any Governmental Authorities applicable to the Real PropertyAssets. Seller has no knowledge of any agreements, documents, or instruments which are not recorded among the land records but which affect the title to any Facility. Seller has good and marketable title to the Assets, free and clear of all mortgages, liens, pledges, charges or encumbrances of like kind or character, except for (i) the indebtedness evidenced by the Debt Documents; (ii) statutory liens for taxes and other impositions which are not yet delinquent; (iii) the matters defined as "Permitted Encumbrances" in Section 4.10(b) hereof, and except for such encumbrances as will be cured or removed by Seller as of the Closing for such portion of the Assets encumbered thereby.
(b) Seller is the holder of valid and existing leasehold estates, as lessee, of the Facilities constituting the Leased Facilities, for the terms set forth in and pursuant to the terms of the leases (collectively, the "Facility Leases") for the Leased Facilities. True and complete copies (including amendments, if any) of the Facility Leases have been delivered to Purchaser and are listed on Schedule 2.8(b). All of the Facility Leases are in full force and effect, Seller is not in default under and Seller has not received written notice of, and Seller does not have any knowledge of, any default or breach under any of the Facility Leases by any party thereto. To the knowledge of Seller, no event has occurred which with the giving of notice or lapse of time, or both, would cause a breach or a default by any party under the Facility Leases.
(c) None All Facilities are supplied with such utilities as are necessary for the operation of Seller, the Company or any of its Subsidiaries has received written notice that the access of each Real Property to such Facilities as currently operated and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revokedfor their intended purposes.
(d) None Each of Sellerthe Owned Facilities and the Leased Facilities abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent irrevocable easement benefiting the Company or any of its Subsidiaries Real Property upon which such Facility is located, and Seller has no knowledge of, and has received written no notice of that alleges any breach or default under any instrument creating such easement or attempting to terminate or revoke such easement.
(ie) any There are no pending rezoning or other pending land use compliance actions affecting the Company or any of its Subsidiaries Assets and Seller has not received written notice of and has no knowledge of any threatened or contemplated rezoning or other land use compliance actions affecting or which could reasonably be expected to will affect the Company Assets. The current use of each Leased Facility and Owned Facility is either lawfully permitted either as a currently conforming use or any of its Subsidiariesas a fully legally "grandfathered use".
(ef) Except At the Closing and except for liabilities arising under the pending discussions contracts listed on Schedule 2.13, which liabilities will be paid by Seller or if such contracts are assumed by Purchaser, credited to Purchaser pursuant to Section 4.24, Seller shall not be indebted to any contractor, laborer, mechanic, materialman, architect or engineer for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the local authority regarding potential road restructuring in Assets for which any such person could lawfully claim a lien against the immediate vicinity of Assets, and, except with respect to amounts less than $20,000 and then only to the Chambrel extent Purchaser is indemnified or otherwise protected by bonding or title insurance with respect to such matters and lien at Williamsburg facility, none the expense of Seller, the Company or any of its Subsidiaries has received written notice of any pending or proposed in form and substance satisfactory to Purchaser.
(g) There are no condemnation or eminent domain proceedings andpending, or, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company Assets or any part thereof, or access thereto, and Seller has not received notice, oral or written, of its Subsidiaries the desire of any public authority or all other entity to take or use the Assets or any portion of the Real Propertypart thereof. Between the date hereof and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property Assets of which it receives written notice or obtains knowledge.
(fh) None There are no parties (other than Seller) in possession of Seller or Company the Assets, or any of its Subsidiaries has granted any party portion thereof, other than Purchaser tenants under the Tenant Leases set forth in Schedule 2.8(h) who are in possession of space to which they are entitled and Purchaser's sublessees any right patients pursuant to occupy any portion the Patient Care Contracts and residents pursuant to Residential Leases, all of whom (with additions and deletions as experienced by Seller in the Real Propertyordinary course of business) are set forth on the rent rolls attached as part of Schedule 2.7(b).
(gi) There are no outstanding options or rights of first refusal to purchase the Real Property Assets or any portion thereof or interest therein, other than rights running in favor of PurchaserSeller, all of which are being assigned as part of the Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Brookdale Senior Living Inc.)
Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which There are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
(b) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any material no violations of any covenants or restrictions against encumbering the Company or any of its SubsidiariesAssets, or (ii) any material and there are no violations of any zoning codes Applicable Laws relating to the Licenses or ordinances the operation of the Facility for the Permitted Use or any other laws, rules or regulations Applicable Laws of any Governmental Authorities applicable to the Real PropertyAssets or the operations thereof. Seller has no knowledge of any agreements, documents or instruments which are not recorded among the land records but which affect the title to the Facility.
(b) Seller is the holder of good and marketable, insurable and valid fee simple title to the Facility free and clear of all Monetary Encumbrances (as defined in Section 4.10(b)) other than such Monetary Encumbrances as Seller shall pay and discharge in full prior to or on or at Closing. Seller has continuously operated the Facility for a period of not less than five (5) years and using no names other than (i) the name of Seller and (ii) the name of the Facility set forth on Exhibit A.
(c) None The Facility is supplied with such utilities as are necessary for the operation of the Facility as currently operated and for its intended purpose, and Seller has no knowledge of any future plans by any utility provider to curtail or eliminate any utilities currently serving the Assets. All utility bills and deposits required by any utility provider have been paid by Seller, the Company or any of its Subsidiaries has received written notice that the access of each Real Property to and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revoked.
(d) None of SellerThe Facility abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent irrevocable and insurable easement benefiting the Company or any of its Subsidiaries Real Property upon which the Facility is located, and Seller has no knowledge of, and has received written no notice of that alleges any breach or default under any instrument creating any such easement or attempting to terminate or revoke such easement.
(ie) any There are no pending rezoning or other pending land use compliance actions affecting the Company Assets or any properties in the immediate vicinity of its Subsidiaries the Assets. Seller has not received written notice of and Seller has no knowledge of any threatened or contemplated rezoning or other land use compliance actions affecting or which could reasonably be expected to will affect the Company or any of its Subsidiaries.
(e) Except for the pending discussions with the local authority regarding potential road restructuring Assets, including, without limitation, on properties in the immediate vicinity of the Chambrel at Williamsburg facilityAssets. The current use of the Facility is lawfully permitted either as a currently conforming use or as a fully legally "grandfathered use", none of Seller, the Company or any of its Subsidiaries has received written notice and there is no known violation of any pending Applicable Laws relating to the zoning, land use, building codes or proposed other similar requirements of Governmental Authorities.
(f) At the Closing, Seller shall not be indebted to any contractor, laborer, mechanic, materialman, architect or engineer for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the Assets for which any such person could lawfully claim a lien against the Assets.
(g) There are no condemnation or eminent domain proceedings andpending, or, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company Assets or any part thereof, or access thereto, and Seller has not received notice, oral or written, of its Subsidiaries the desire of any public authority or all other entity to take or use the Assets or any portion of the Real Propertypart thereof. Between the date hereof Effective Date and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property Assets of which it Seller receives written notice or obtains knowledge.
(fh) None There are no parties other than Seller in possession of Seller or Company the Assets, or any of its Subsidiaries has granted any party portion thereof, other than Purchaser and Purchaser's sublessees any right tenants under the Tenant Leases who are in possession of space to occupy any portion of the Real Propertywhich they are entitled.
(gi) There are no outstanding options or rights of first refusal to purchase the Real Property Assets or any portion thereof or interest therein, other than rights running .
(j) The Assets constitute all of the assets necessary and sufficient to conduct the operation of the Facility in favor of Purchaserthe manner that such operation has been conducted by Seller and as required by Applicable Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Medical REIT Inc.)
Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes Seller has not yet due and payable or which are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
(b) None of Seller, the Company or any of its Subsidiaries has received written notice of and has no actual Knowledge of violations by Seller of (i) any material violations of any covenants or restrictions against encumbering the Company or any of its Subsidiaries, Assets or (ii) any material violations Applicable Laws relating to the operation of the Facility for the uses set forth in Recital A above or any zoning codes or ordinances or other laws, rules or regulations Applicable Laws of any Governmental Authorities applicable to the Real PropertyAssets or the operations thereof. Seller has no Knowledge of any agreements, documents or instruments which are not recorded among the Xxxxxx County, Georgia land records but which affect the title to the Facility, other than the Facility Lease (an “Unrecorded Title Exception”); provided, that for purposes of this Section 2.6(a), the term “Unrecorded Title Exception” shall not include any agreement, document, or instrument executed by Tenant to which Seller is not also a party.
(b) Seller is the holder of fee simple title to the Facility, subject to the Permitted Title Exceptions set forth on Exhibit E attached hereto, and free and clear of all Monetary Encumbrances (as defined in Section 4.10(b)) other than such Monetary Encumbrances as Seller shall pay and discharge in full prior to or at Closing from the Purchase Price.
(c) None The Facility is supplied with such water, electricity, telephone, storm drainage and sewage utilities as are necessary for the operation of the Facility as currently operated, and Seller has not received written notice of any future plans by any utility provider to curtail or eliminate any utilities currently serving the Assets. To the Knowledge of Seller, all utility bills and deposits required by any utility provider have been paid, or will be paid in the Company ordinary course of business, by Seller or any of its Subsidiaries has received written notice that the access of each Real Property to and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revokedTenant.
(d) None of Seller, the Company or any of its Subsidiaries The Real Property abuts on and has direct vehicular access to a public road.
(e) Seller has not received written notice of (i) any pending rezoning or other pending land use compliance actions affecting the Company Assets or any properties in the immediate vicinity of its Subsidiaries and the Assets. Seller has not received written notice of and has no knowledge Knowledge of any threatened or contemplated rezoning or other land use compliance actions affecting or which could reasonably be expected to will affect the Company or any of its Subsidiaries.
(e) Except for the pending discussions with the local authority regarding potential road restructuring Assets, including, without limitation, on properties in the immediate vicinity of the Chambrel at Williamsburg facilityAssets. Seller has not received written notice that the current use of the Facility is not lawfully permitted either as a currently conforming use or as a fully legally “grandfathered use”, none of Seller, the Company or any of its Subsidiaries nor has Seller received written notice of the violation of any pending Applicable Laws relating to the zoning, land use, building codes or proposed other similar requirements of Governmental Authorities.
(f) At the Closing, Seller shall not be indebted to any contractor, laborer, mechanic, materialman, architect or engineer for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the Assets for which any such person could lawfully claim a lien against the Assets (“Lienable Work”); provided, that Lienable Work shall not include work commissioned by Tenant for which any such person could lawfully claim a lien against Tenant’s leasehold estate.
(g) Seller has not received written notice and has no actual Knowledge of any condemnation or eminent domain proceedings andpending, or, to the knowledge Knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company Assets or any part thereof, or access thereto, and Seller has not received written notice and has no actual Knowledge of its Subsidiaries the desire of any public authority or all other entity to take or use the Assets or any portion of the Real Propertypart thereof. Between the date hereof Effective Date and the Closing, Seller will use good faith efforts to give Purchaser reasonably prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property Assets of which it Seller receives written notice or obtains knowledgeKnowledge.
(fh) None There are no parties other than Seller in possession of Seller or Company the Assets, or any of its Subsidiaries has granted portion thereof, other than the Tenant under the Facility Lease and any party other than Purchaser and Purchaser's sublessees any right to occupy any portion of the Real Propertyin possession by, through, or under Tenant.
(gi) There are no outstanding options or rights of first refusal to purchase the Real Property Assets or any portion thereof or interest therein, other than rights running in favor of Purchaser.
Appears in 1 contract
