Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete co...
Real Property; Title to Assets. (a) Section 6.12(a) of the Parent Disclosure Schedule lists the owner entity and street address of all the real property owned by any Parent or Parent Subsidiary (the “Parent Owned Real Property”).
(b) Section 6.12(b) of the Parent Disclosure Schedule lists the street address of each of the Parent Leased Real Properties and also sets forth a list of each lease, sublease, license or other agreement pursuant to which Parent or any Parent Subsidiary leases, subleases, licenses or otherwise uses or occupies the Parent Leased Real Property (each, a “Parent Lease”), with the street address and name of each other party thereto.
(c) True and complete copies of all the Parent Leases and each guaranty, amendment, modification, restatement or supplement thereto (collectively, the “Parent Lease Documents”) have been made available to the Company.
(d) Except as set forth in Section 6.12(d) of the Parent Disclosure Schedule or that does not, individually or in the aggregate, constitute a Material Adverse Effect:
(i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than Parent or the Parent Subsidiaries the right to use or occupy all or any portion of the Parent Real Property;
(ii) all Parent Leases are in full force and effect, are valid, binding and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, against Parent or the Parent Subsidiaries, as applicable, and, to the knowledge of Parent, the other parties thereto; and there is not, under any of such Parent Leases, any existing default or event of default by Parent or any Parent Subsidiary or, to the knowledge of Parent, by the other party to such Parent Leases; and
(iii) to Parent’s knowledge, there are no material disputes with respect to any of the Parent Lease Documents.
(e) Each of Parent and the Parent Subsidiaries has legal and valid title to, or, in the case of the Parent Leased Real Property, valid leasehold or sub-leasehold interests in, all of its assets, tangible and intangible, personal and mixed, used or held for use in its Business, except as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole.
(f) Except as set forth on Section 6.12(f) of the Parent Disclosure Schedule or as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole, the Parent Real Property is free and clear of all Liens other than Permitted Lien...
Real Property; Title to Assets. (a) Section 5.13(a) of the Disclosure Schedule lists each parcel of real property (except Oil and Gas Interests) currently owned by the Company or any Subsidiary. Each parcel of real property (except Oil and Gas Interests) owned by the Company or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed.
(b) Section 5.13(b) of the Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Purchaser. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Subsidiary or, to the Company’s knowledge, by the other party t...
Real Property; Title to Assets. (a) Section 3.10(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the “Real Property”), including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination or renewal rights of any party to the lease; and (iii) the current use of each parcel of Real Property. Seller has delivered or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real Property.
(b) The Company has good and valid (and, in the case of owned Real Property, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in Section 3.10(b) of the Disclosure Schedules.
(c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. The use of the Real Property in the conduct of the Company's business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.
Real Property; Title to Assets. (a) Section 3.13(a) of the Company Disclosure Schedule lists each parcel of real property (including submerged land) currently owned by the Company or any Subsidiary and sets forth the Company or the applicable Subsidiary owning such properties (collectively, the "Owned Real Properties"). The Company or the applicable Subsidiary set forth on Section 3.13(a) of the Company Disclosure Schedule owns fee simple title to the Owned Real Properties, free and clear of all mortgages, pledges, liens, restrictions, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (i) Liens for current taxes and assessments not yet due and payable, (ii) inchoate mechanics' and materialmen's Liens for construction in progress, and (iii) to the extent such Liens would not reasonably be expected to have a Company Material Adverse Effect, (A) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (B) all matters of record, and (C) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would not reasonably be expected to materially interfere with the conduct of the business of the Company (collectively, "Permitted Liens"). None of the Properties is subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties (as defined below) which violations would reasonably be expected to have a Company Material Adverse Effect.
(b) Section 3.13(b) of the Company Disclosure Schedule lists each parcel of real property (including submerged land) currently leased or subleased by the Company or any Subsidiary (collectively, the "Leased Properties"; the Leased Properties, together with the Owned Real Properties, collectively, the "Properties") and sets forth the Company or the Subsidiary holding such leasehold interest, with t...
Real Property; Title to Assets. (a) To the Knowledge of the Seller, each parcel of real property owned by LNM or any Material LNM Subsidiary which is material to the ongoing operations of LNM or such Material LNM Subsidiary (the “LNM Owned Real Property”) (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than Liens that would not, individually or in the aggregate, have a LNM Material Adverse Effect and (ii) is not subject to any Order requiring its sale nor is it subject to any condemnation, expropriation, eminent domain or similar proceeding by any Governmental Authority (with or without payment or compensation therefor), nor, to the Knowledge of the Seller, has any such proceeding been proposed or threatened. To the Knowledge of the Seller, save for Liens referred to in clause (i) of this Section 3.12(a), LNM and each Material LNM Subsidiary has good and valid title to, or, in the case of the LNM Leased Real Property, valid leasehold interests in, all of its real properties (whether owned or leased) used or held for use in its business which are material to the ongoing operations of LNM or such Material LNM Subsidiary.
(b) To the Knowledge of the Seller, there is no material violation of any Law (including any building, planning or zoning law) relating to any parcel of LNM Owned Real Property.
(c) To the Knowledge of the Seller, neither LNM nor such Material LNM Subsidiary has received any claim of material default with respect to any lease and sublease relating to real property currently leased or subleased by LNM or any Material LNM Subsidiary which is material to the ongoing operations of LNM or any Material LNM Subsidiary (the “LNM Leased Real Property”) and, to the Knowledge of the Seller, neither the execution of this Agreement nor the consummation of the Transactions shall constitute a material default under, give rise to cancellation rights under, or otherwise adversely affect any of the material rights of LNM or any Material LNM Subsidiary under any such lease or sublease.
Real Property; Title to Assets. (1) None of the Company or any of its Subsidiaries owns any real property.
(2) Section 2.2(q)(2) of the Company Disclosure Schedule sets forth a correct and complete list of all real property leased or subleased to the Company or any of its Subsidiaries (collectively, the “Leased Real Property”) and a list of all material leases (the “Leases”) entered into by the Company or its Subsidiaries with respect to the Leased Real Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries, as applicable, have a valid leasehold interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens, (ii) there exists no default or event of default on the part of the Company or any of its Subsidiaries (as applicable) under any Leases, and (iii) there are no written or oral subleases, concessions, licenses, occupancy agreements or other contracts or arrangements granting to any Person other than the Company or its Subsidiaries the right to use or occupy the Leased Real Property.
Real Property; Title to Assets. (a) The Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the "Real Property"), including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination or renewal rights of either party; and (iii) the current use of each parcel of Real Property. Seller has delivered or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real Property.
(b) The Company has good and valid (and, in the case of owned Real Property, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in the Disclosure Schedules.
(c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. The use of the Real Property in the conduct of the Company's business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or agreement and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.
Real Property; Title to Assets. (a) The Company or a Subsidiary of the Company has good and valid title in fee simple to all real property and interests in real property owned by the Company or any of its Subsidiaries (the “Company Owned Real Property”) free and clear of all Liens (other than Permitted Liens) and has good and valid title to the leasehold estates in all real property and interests in real property leased by the Company or any of its Subsidiaries (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), in each case, free and clear of all Liens (other than Permitted Liens) except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company Owned Real Property is in compliance with all existing Laws applicable to such Company Owned Real Property, (ii) neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the Company’s Knowledge there are no such Proceedings threatened, affecting any portion of the Company Owned Real Property and (iii) the buildings, structures, fixtures, equipment and machinery of the Company and each of its Subsidiaries are sufficient in all material respects for the conduct of the business as currently conducted and are in all material respects structurally sound, in good operating condition and repair (ordinary wear and tear expected) and are adequate for the uses to which they are being put.
(c) The Company or a Subsidiary of the Company has good and valid title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens (other than Permitted Liens) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Real Property; Title to Assets. (a) Each of the Company and the Company Subsidiaries has good and marketable title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than Permitted Liens. As of the date of this Agreement, there are no pending or, to the knowledge of the Company, threatened, condemnation or imminent domain proceedings that would affect any part of the properties or assets of each of the Company and the Company Subsidiaries, whether leased, subleased or owned, tangible or intangible, real, personal or mixed, in each case used or held for use in its business.
(b) All current leases and subleases of real property entered into by the Company or a Company Subsidiary are in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Company Subsidiary or, to the knowledge of the Company, by the other party to such lease or sublease, or person in the chain of title to such leased premises. There are no contractual or legal restrictions that preclude the Company or any Company Subsidiary from using the real property leased or subleased by the Company or such Company Subsidiary for the purposes for which it is currently being used. To the knowledge of the Company, as of the date of this Agreement, there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, leased by the Company or any Company Subsidiary.
