Transferred Real Property Clause Samples

Transferred Real Property. (a) The Buyer, on behalf of the Sellers, shall obtain title commitments (collectively, the “Commitments”) applicable to each parcel of the Transferred Real Property and issued by First American Title Insurance Company (the “Title Company”). The Commitments shall be dated on or prior to the Closing Date and shall provide for the issuance of an ALTA extended coverage form of policy of title insurance as to each parcel of the Transferred Real Property (each, a “Title Policy”, and collectively, the “Title Policies”). Each respective Title Policy shall be in the amount of the Purchase Price allocated to each parcel of the Transferred Real Property insured by such Title Policy, showing fee simple title to such Transferred Real Property vested in the Buyer, subject only to current real estate Taxes not yet due and payable as of the Closing Date (which Taxes shall be prorated between the Buyer and the Sellers as of the Closing Date), and the Permitted Real Estate Liens. (b) The sale of the Transferred Real Property contemplated by this Agreement shall be closed through an escrow with the Title Company in accordance with the general provisions of the escrow agreement then in use by the Title Company, with such special provisions inserted in the escrow agreement as may be required to conform to this Agreement. The cost of the Title Company escrow shall be borne equally by the Buyer and the Sellers. (c) The Sellers shall furnish to the Buyer, on or before the Closing Date, a certificate of non-foreign status signed by the appropriate party and sufficient in form and substance to relieve the Buyer of all withholding obligations under Code §1445 (26 U.S.C. §1445).

Transferred Real Property. (a) Section 2.02(a)(i)(B) of the Disclosure Letter sets forth a complete and accurate list of the Transferred Leased Real Property, comprised of the addresses of such Transferred Leased Real Property. With respect to each Transferred Real Property Lease the applicable Selling Entity or Transferred Entity has a valid leasehold, subleasehold or licensee interest in the Transferred Leased Real Property subject to no Liens other than Permitted Liens, such Transferred Real Property Lease is in full force and effect, there exists no material default on the part of the relevant Selling Entity or Transferred Entity that is party to any such Transferred Real Property Lease, and, to the Knowledge of Sellers, no landlord, sublandlord or licensor under such Transferred Real Property Lease is in material default thereunder, neither the relevant Selling Entity nor Transferred Entity nor any other member of the Seller Group has received written notice of any material default or event that, with notice or lapse of time, or both, would constitute a material default under any such Transferred Real Property Lease, and to the Knowledge of the Sellers, no event has occurred that, with or without notice or lapse of time or both, would result in a material default by the relevant Selling Entity or Transferred Entity under such Transferred Real Property Lease or by the landlord, sublandlord or licensor thereunder, and to the Knowledge of the Sellers, there exists no material unresolved dispute under any Transferred Real Property Leases with the applicable landlord, sublandlord or licensor thereunder. True, correct and complete copies of (i) the Transferred Real Property Leases and all material amendments, modifications, supplements, renewals, extensions and memoranda thereof have been made available to the Purchaser, and (ii) all estoppel certificates and subordination, non-disturbance and attornment agreements related to the Transferred Real Property Leases have been made available to the Purchaser to the extent that the foregoing are currently in the reasonable possession or control of the Seller Group as of the date hereof. Except as set forth on Section 4.16(a) of the Disclosure Letter, no Consent or approval by the landlord, sublandlord or licensor is required under any Transferred Real Property Lease as a result of the execution or performance of this Agreement or the consummation of the Transactions. (b) Section 4.16(b) of the Disclosure Letter sets forth a list as of the ...

Transferred Real Property. Transferor shall not create any new Encumbrance (other than Permitted Encumbrances) affecting any parcel of Transferred Real Property that is not being contested in good faith or will not be removed prior to Closing. Transferor shall not demolish or remove any existing material improvements, or erect new material improvements on any parcel of Transferred Real Property or any portion thereof, except in the ordinary course.

Transferred Real Property. (a) Section 2.02(a)(i)(B) of the Disclosure Letter sets forth a complete and accurate list of the Transferred Leased Real Property, comprised of the addresses of such Transferred Leased Real Property. With respect to each Transferred Real Property Lease (i) the applicable Selling Entity or Transferred Entity has a valid leasehold, subleasehold or licensee interest in the Transferred Leased Real Property subject to no Liens other than Permitted Liens, (ii) such Transferred Real Property Lease is in full force and effect, (iii) there exists no material default on the part of the relevant Selling Entity or Transferred Entity that is party to any such Transferred Real Property Lease, and, to the Knowledge of Sellers, no landlord, sublandlord or licensor under such Transferred Real Property Lease is in material default thereunder, (iv) neither the relevant Selling Entity nor Transferred Entity nor any other member of the Seller Group has received written notice of any material default or event that, with notice or lapse of time, or both, would constitute a material default under any such Transferred Real Property Lease, and (v) to the Knowledge of the Sellers, no event has occurred that, with or without notice or lapse of time or both, would result in a material default by the relevant Selling Entity or Transferred Entity under such Transferred Real Property Lease or by the landlord, sublandlord or licensor thereunder, and (vi) to the Knowledge of the Sellers, there exists no material unresolved dispute under any Transferred Real Property Leases with the applicable landlord, sublandlord or licensor thereunder. True, correct and complete copies of (i) the Transferred Real Property Leases and all material amendments, modifications, supplements, renewals, extensions and memoranda thereof have been made available to the Purchaser, and (ii) all estoppel certificates and subordination, non- disturbance and attornment agreements related to the Transferred Real Property Leases have been made available to the Purchaser to the extent that the foregoing are currently in the reasonable possession or control of the Seller Group as of the date hereof. Except as set forth on Section 4.16(a) of the Disclosure Letter, no Consent or approval by the landlord, sublandlord or licensor is required under any Transferred Real Property Lease as a result of the execution or performance of this Agreement or the consummation of the Transactions. (b) Section 4.16(b) of the Disclosure Lette...

Transferred Real Property. Transferor shall not create any new Encumbrance (other than Permitted Encumbrances or in connection with any refinancing, and/or any amendment or maturity date extension, of any existing Indebtedness so long as such Encumbrances are released in full at the Closing) affecting any parcel of Transferred Real Property that is not being contested in good faith or will not be removed prior to Closing. Transferor shall not demolish or remove any existing material improvements or erect new material improvements on any parcel of Transferred Real Property or any portion thereof, except in the ordinary course.

Transferred Real Property. Section 2.9 of the Disclosure Schedule lists the Transferred Real Property. Sellers have delivered or made available to Buyer true, correct and complete copies of the deeds and other instruments (as recorded) by which the applicable Seller acquired each parcel of Transferred Real Property, and copies of the commitments from the title 11 insurance company to deliver the title insurance policies described in Section 5.1(j). With respect to the Transferred Real Property: (a) Seller 1 has good and marketable indefeasible fee simple title to such Transferred Real Property, free and clear of any Security Interest, except for Permitted Liens; (b) except as set forth in Section 2.9(b) of the Disclosure Schedule, there are no leases, subleases or agreements granting to any party or parties the right of use or occupancy of any portion of such Transferred Real Property and there are no Persons in possession of any portion of such Transferred Real Property other than the applicable Seller; (c) there are no outstanding Contracts, options, rights of first offer or rights of first refusal to purchase, or to lease or use, such Transferred Real Property or any portion thereof or interest therein executed or otherwise agreed to by a Seller or any of its Affiliates;

Transferred Real Property. (a) No member of the Seller Group owns any Real Property. (b) A true and complete copy of the Transferred Real Property Lease (including any exhibits, appendix, addenda, schedules, amendments and modifications thereto) has been made available to Purchaser. Seller or its Subsidiaries has a valid and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Transferred Real Property, subject to no liens other than Permitted Liens. The Transferred Real Property Lease is the valid and binding obligation of Seller or one of its Subsidiaries, enforceable in accordance with its terms subject to the Bankruptcy and Equity Exception. Neither Seller nor any Subsidiary has received any written notice from any Landlord of, nor does Seller or any Subsidiary have knowledge of the existence of, any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Transferred Real Property. Seller 30 and its Subsidiaries have not subleased, licensed or otherwise granted any other party the right to use or occupy any Transferred Real Property or any portion thereof.

Transferred Real Property. (a) (i) Seller, a Selling Affiliate or a Transferred Company has good and valid title to the applicable Owned Real Property, free and clear of any Liens, other than Permitted Liens, (ii) Seller, a Selling Affiliate or a Transferred Company has a valid leasehold estate (as lessee) in all Leased Real Property as lessee or sublessee, in each case free and clear of all Liens, other than Permitted Liens, and (iii) Schedule 3.05(a) to the Disclosure Letter sets forth all leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Transferred Real Property (other than any landlord of Leased Real Property). None of the Owned Real Property is subject to any first refusal, purchase option, right to purchase or other similar right.

Transferred Real Property. Prior to the Closing Date, Seller shall (and shall cause the Selling Affiliates and each applicable Transferred Company to), and Buyer shall cooperate with Seller to, (a) with respect to any Transferred Real Property Leases relating to the Airbus Kinston Business (including all Contracts directly related to such Transferred Real Property Leases with respect to the Airbus Kinston Business) where a Transferred Company is not the lessee or tenant under the applicable lease as of the date of this Agreement, prior to the Closing Date, obtain any necessary consents and, thereafter, assign or cause to be assigned to a Transferred Company all of existing lessee’s or tenant’s right, title and interest in such lease to the applicable Transferred Company and record such assignments to the extent that the underlying lease is recorded (b) cause any mortgages granted by Seller, any Selling Affiliates or any Transferred Company and encumbering the Transferred Real Property to be satisfied or released of record and (c) with respect to the Transferred Real Property relating to the Morocco Business, at Seller’s sole cost, an update (mise à jour) and alignment (mise en concordance) (as these notions are construed under the applicable Laws of Morocco) to ensure that the title deeds of such Transferred Real Property reflect (i) the name of the Transferred Company and (ii) the property as constructed in its current state.