Zoning and Land Use Matters. (a) All required licenses, permits, certificates and approvals, including building and use permits, were obtained and remain valid for the construction, use and occupancy and operation of the Leased Property and the Restaurants located thereon; (b) the Leased Property and all improvements located thereon are zoned or have a variance or conditional use permit for the intended use by the zoning jurisdictions in which it is located; and
(c) the Leased Property is in full compliance with all conditions and requirements of any building permit, use permits, conditional use permits or zoning classifications, subdivision approvals, zoning restrictions, building codes, environmental zoning and land-use laws, and other applicable local, state and federal laws and regulations and comply with the requirements of all conditions, covenants and restrictions applicable to the Leased Property.
Zoning and Land Use Matters. To the Knowledge of Seller, all permanent certificates of occupancy for the Real Estate have been issued, and all conditions thereof, if any, have been fully complied with and require no further action. Seller has received no written notice of any requirements for obtaining necessary licenses, permits, authorizations or approvals with respect to the Property which Seller does not now possess or maintain, and Seller has received no written notice of any unwillingness of Governmental Authorities to renew any Permits and Licenses. To the Knowledge of Seller, the Property, as constructed and operated, is substantially in compliance with the terms, conditions and requirements imposed upon the Property by the Permitted Exceptions. To the Knowledge of Seller, the acquisition of the Property by Purchaser will not cause a violation, default or breach of any such Permitted Exceptions and there is no event of default currently in existence under any such instrument which constitutes, and there is no event which, but for the giving of notice or the passage of time, or both, will constitute, an event of default thereunder.
Zoning and Land Use Matters. To the Seller's knowledge, (a) all required licenses, permits, certificates and approvals, including building and use permits, were obtained and remain valid for the construction, use and occupancy and operation of the Restaurants; (b) the Restaurants and all improvements located thereon are zoned or have a variance or conditional use permit for the intended use by the zoning jurisdictions in which they are located; and
Zoning and Land Use Matters. To the best knowledge of Holdings, the Company and the Principal Managers, (i) all required licenses, permits, certificates and approvals, including building and use permits (collectively, the "Real Property Permits"), were obtained and remain valid for the construction, use and occupancy and operation of the Leased Property and the Real Property and the Restaurants located thereon, including Restaurants currently under construction, and to ensure adequate vehicular and pedestrian ingress and egress from the Leased Property and the Real Property and the Restaurants located thereon, including Restaurants currently under construction; (ii) the Leased Property and the Real Property and all improvements located thereon are zoned or have a variance or conditional use permit for the intended use by the zoning jurisdictions in which it is located; and (iii) the Leased Property and the Real Property are in full compliance with all conditions and requirements of any building permit, use permits, conditional use permits or zoning classifications, subdivision approvals, zoning restrictions, building codes, environmental zoning and land-use laws, and other applicable local, state and federal laws and regulations and comply with the requirements of all conditions, covenants and restrictions applicable to the Leased Property and the Real Property, except where a breach of (i), (ii) or (iii) above would not have a Material Adverse Impact. There are no pending or, to the best knowledge of Holdings, the Company and the Principal Managers, threatened actions or proceedings that might prohibit, restrict or impair the use and occupancy of the Leased Property or the Real Property or the Restaurants located thereon, including Restaurants currently under construction, or result in the suspension, revocation, impairment, forfeiture or non-renewal of any of the Real Property Permits, other than such prohibitions, restrictions, suspensions, revocations, impairments, forfeitures and non-renewals that would not result in a Material Adverse Impact. Set forth on Schedule 4.01(p) hereto is a true and complete schedule of each certificate of occupancy ("C/O") in the possession of the Company or any of its Subsidiaries copies of which C/O's and all amendments thereto to date have heretofore been delivered to Buyer and which copies are true, complete and correct.
Zoning and Land Use Matters. To the Knowledge of Seller, all permanent certificates of occupancy for the Real Estate have been issued, and all conditions thereof, if any, have been fully complied with and require no further action. Seller has received no written notice of any requirements for obtaining necessary licenses, permits, authorizations or approvals with respect to the Property which Seller does not now possess or maintain, and Seller has received no written notice of any unwillingness of Governmental Authorities to renew any Permits and Licenses. To the Knowledge of Seller, the Property, as constructed and operated, is substantially in compliance with the terms, conditions and requirements imposed upon the Property by the Permitted Exceptions. To the Knowledge of Seller, the acquisition of the Property by Purchaser will not cause a violation, default or breach of any such Permitted Exceptions and there is no event of default currently in
Zoning and Land Use Matters. All required licenses, permits, certificates and approvals, including building and use permits, planning permissions and building regulations consents (collectively, the "Real Property Permits"), were obtained and remain valid for the construction, use and occupancy and operation of the property covered by the Leases (the "Leased Property"), except where such failure to obtain or such invalidity would not have a Material Adverse Effect. Each parcel of Leased Property and all improvements located thereon are zoned or have a variance or conditional use permit or valid planning permission for the intended use by the zoning jurisdictions or planning authority in which it is located, and is in full compliance with all conditions and requirements of any building permit, use permits, conditional use permits or zoning classifications, subdivision approvals, zoning restrictions, building codes, environmental zoning and land-use laws and planning permissions, and other applicable national, regional, provincial, state or local laws and regulations and comply with the requirements of all conditions, covenants and restrictions applicable thereto. There are no pending or, to the knowledge of Telecarrier or any of the Stockholders, threatened, actions or proceedings that might prohibit, restrict or impair the use and occupancy of the Leased Property, or result in the suspension, revocation, impairment, forfeiture or non-renewal of any of the Real Property Permits, other than such prohibitions, restrictions, suspensions, revocations, impairments, forfeitures and non-renewals that would not result in a Material Adverse Effect.
Zoning and Land Use Matters. All of the zoning requirements applicable to the construction and use of the Naples Property are set forth in the Naples Planned Unit Development Approvals. The Naples Facility was constructed substantially and in all material respects in accordance with the Naples Plans and Specifications, the Naples Development Agreement and the Naples Planned Unit Development Approvals. The Naples Planned Unit Development Approvals are in full force and effect. All of the conditions, restrictions and other limitations set forth in the Naples Planned Unit Development Approvals relating to the construction and development of the Naples Facility have been fully satisfied. The operation of the Naples Property in accordance with its Primary Intended Use will not violate the Naples Planned Unit Development Approvals. All appeal periods relating to the granting of the Naples Planned Unit Development Approvals have expired with no appeals having been filed or all appeals having been conclusively decided in favor of the owner of the Naples Real Property. The Naples Planned Unit Development Approvals run with the land.
Zoning and Land Use Matters. The Carmel Facility was constructed substantially and in all material respects in accordance with the Carmel Plans and Specifications, the Carmel Development Agreement and the Carmel Use Variance and all other applicable zoning requirements. The Carmel Use Variance is evidenced solely by the Carmel Board of Zoning Minutes and no conditions, restrictions or other limitations are imposed on the Carmel Property pursuant to Carmel Use Variance other than as may be expressly set forth in the Carmel Board of Zoning Minutes. The Carmel Use Variance is in full force and effect. The Seller has provided the Buyer with true and correct copy of the Carmel Board of Zoning Minutes. No other zoning approvals in addition to the Carmel Use Variance are required for the construction of the Carmel Facility in accordance with the Carmel Plans and Specifications and the Carmel Development Agreement or the operation of the Carmel Facility in accordance with its Primary Intended Use. All of the conditions, restrictions and other limitations set forth in the Carmel Use Variance relating to the construction and development of the Carmel Facility, as well as any other applicable zoning requirements relating to the construction and development of the Carmel Facility have been fully satisfied. The operation of the Carmel Property in accordance with its Primary Intended Use will not violate the Carmel Use Variance or any other applicable zoning requirement. All appeal periods relating to the granting of the Carmel Use Variance have expired with no appeals having been filed or all appeals having been conclusively decided in favor of the owner of the Carmel Real Property. The Carmel Use Variance runs with the land.
Zoning and Land Use Matters. The Dublin Real Property is currently zoned Planned Unit Development District (PUD) with the specific approval being for the Indian Run PUD. The construction of the Dublin Facility in accordance with the Dublin Plans and Specifications and the use and operation of the Dublin Facility in accordance with its Primary Intended Use is permitted under the approval of the PUD Final Development Plan, dated December 3, 1996, and approved by the Dublin Planning and Zoning Commission on March 20, 1997. The Dublin Facility's Primary Intended Use is permitted as a matter of right in such zone, in accordance with the aforesaid Final Development Plan and Planning and Zoning Commission approval. No special use permits, conditional use permits, variances or exceptions, other than the aforesaid approvals already given, are needed in order to construct the Dublin Facility in accordance with the Dublin Plans and Specifications or to operate the Dublin Facility in accordance with its Primary Intended Use.
Zoning and Land Use Matters. The Germantown Zoning Approvals are evidenced solely by the Germantown Board of Zoning Appeals Minutes, the minutes of the meetings of the Germantown Planning Commission held on October 1, 1996 and March 4, 1997 and the minutes of the meeting of the Germantown Design Review Commission held on February 18, 1997 and no conditions, restrictions or other limitations are imposed on the Germantown Property pursuant to the Germantown Zoning Approvals other than as may be expressly set forth in the Germantown Board of Zoning Appeals Minutes, the minutes of the meetings of the Germantown Planning Commission held on October 1, 1996 and March 4, 1997 and the minutes of the meeting of the Germantown Design Review Commission held on February 18, 1997. The Germantown Zoning Approvals are in full force and effect. The Seller has provided a true and correct copy of the Germantown Zoning Approvals to the Buyer. No other zoning approvals in addition to the Germantown Zoning Approvals are required for the construction of the Germantown Facility in accordance with the Germantown Plans and Specifications, the Germantown Development Agreement and this Agreement or the operation of the Germantown Facility in accordance with its Primary Intended Use. Upon the completion of the construction of the Germantown Facility in accordance with the Germantown Plans and Specifications, the Germantown Development Agreement and this Agreement, all of the conditions, restrictions and other limitations set forth in the Germantown Zoning Approvals relating to the construction and development of the Germantown Facility, as well as all other applicable zoning requirements relating to the construction and development of the Germantown Facility shall be fully satisfied. The operation of the Germantown Facility in accordance with its Primary Intended Use will not violate the Germantown Zoning Approvals or any other applicable zoning requirement. All appeal periods relating to the granting of the Germantown Zoning Approvals have expired with no appeals having been filed or all appeals having been conclusively decided in favor of the owner of the Germantown Real Property. The Germantown Zoning Approvals run with the land.
