Leased Real Property Sample Clauses
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Leased Real Property. Section 4.16(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering all real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date:
(i) such Real Property Lease relates to use of existing premises (and is not a ground lease);
(ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect;
(iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease;
(iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold;
(v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease;
(vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws;
(vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business;
(viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property;
(ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease;
(x) the copies of ...
Leased Real Property. 21 Liens...........................................................................................................14
Leased Real Property. (a) Section 4.11(a) of the Disclosure Schedules sets forth a detailed description of certain real property (i) leased by the Acquired Company situated in Cuernavaca, Mexico and (ii) leased pursuant to the Plant B Lease and the Georgia Lease (the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which any Asset Seller or the Acquired Company holds such Leased Real Property (collectively, the “Leases”). Sellers have delivered to Buyers a true and complete copy of each Lease. With respect to each Lease:
(i) such Leases are valid, binding, enforceable and in full force and effect, and Sellers enjoy possession of the Leased Real Property;
(ii) Sellers are not in breach or default under such Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Sellers have paid all rent due and payable under such Leases;
(iii) Sellers have not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any Seller under the Leases and, to the Knowledge of Sellers, no other party is in default thereof, and no party to the Leases has exercised any termination rights with respect thereto;
(iv) Sellers have not subleased, assigned or otherwise granted to any Person other than an Affiliate the right to use or occupy such Leased Real Property or any portion thereof; and
(v) Sellers have not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in the Leased Real Property.
(b) Neither the Acquired Company nor any Asset Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of the Leased Real Property has been damaged or destroyed by fire or other casualty....
Leased Real Property. (a) The Company has no fee interest, purchase options or rights of first refusal in any real property and the Company has no leasehold or other interest in any real property, except as set forth on SCHEDULE 2.11 (the "LEASED REAL PROPERTY"), and all leases including all amendments, modifications, extensions, renewals and/or supplements thereto (collectively, "REAL PROPERTY LEASES") are described on SCHEDULE 2.11. Sellers have delivered to Buyer a true and complete copy of Real Property Leases. The Company is the sole tenant under, and has a valid and existing leasehold interest in, each parcel of Leased Real Property pursuant to the respective Real Property Lease, which interest is free and clear of all Liens except Permitted Liens.
(b) To Sellers' knowledge, there are no facts, circumstances, events or conditions which would now, or with the giving of notice or passage of time may, in any way materially and adversely affect the Leased Real Property and/or the Company's use or operations thereat.
(c) Each Real Property Lease is valid, binding and in full force and effect and enforceable in accordance with its respective terms.
(d) There are no existing defenses or offsets which any landlord under any Real Property Lease (individually, a "LANDLORD"; collectively, the "LANDLORDS") has now, or with the giving of notice or passage of time may have, against the enforcement by the Company of any Real Property Lease, and neither the Company nor, to Sellers' knowledge, any Landlord, is in default under any applicable Real Property Lease, nor have any events, conditions, facts or circumstances occurred which, with the giving of notice or passage of time or both, would constitute a default under such applicable Real Property Lease by the Company, nor, to Sellers' knowledge, any Landlord party thereto.
Leased Real Property. The Company does not own any real property, nor has the Company ever owned any real property. Section 3.9(d) of the Disclosure Schedule contains a true, correct and complete description of all real property and interests in real property currently leased, subleased, licensed or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”), including for each discrete piece of real property, any deposit, additional rent (e.g., utility allocation, common area allocation or other allocation to the leaseholder based on the ratable percentage of the entire property allocated to the leaseholder), and any allocated but unused tenant finish allowance for such piece of real property. The Leased Real Property (i) is in good operating condition and repair, free from structural, physical and mechanical defects; (ii) is maintained in a manner consistent with standards generally followed with respect to similar properties and also as required under the Real Property Leases (as hereinafter defined); (iii) is available for use in and sufficient for the purposes and current demands of the Business and operation of the Company as currently conducted; (iv) is supplied with utilities and other services necessary for the operation of the Business as currently conducted; and (v) is structurally sufficient and otherwise suitable for the conduct of the Business as currently conducted. Except as set forth in Section 3.9(d) of the Disclosure Schedule, no consent is required from the lessor, sublessor, licensor or any other Person under any lease, sublease, license or other agreement (or, in each instance, any amendment, modification, renewal, exhibit and/or schedule thereto) related to the Leased Real Property (including all amendments, modifications, renewals, exhibits and schedules thereto, collectively, the “Real Property Leases”) to consummate the transactions contemplated in this Agreement and the Transaction Documents. Except as set forth in Section 3.9(d) of the Disclosure Schedule, (i) the Company has not sublet, or granted to any other person any right of use, operation or occupancy of, any of the Leased Real Property, nor has the Company agreed to do so, orally or in writing; (ii) the Company has not sold, transferred or assigned, or granted any Lien on or otherwise encumbered, all or any portion of its interest under any Real Property Lease or in any Leased Real Property, nor has agreed to do so, orally or in writing; and (iii) ...
Leased Real Property. The Grantor covenants and agrees with the Agent that from and after the date of this Agreement and until termination of this Agreement pursuant to Section 25, that:
(a) Promptly following, but not later than ninety (90) days after, the close of each fiscal year the Grantor will furnish to the Agent a report certified to be true and correct by the Grantor containing a list of each of the Grantor's leased premises; the name or names of all owners; rentals being paid; and whether the Grantor has obtained waivers of Liens and access agreements from landlords with respect to such premises in accordance with Section 6; and
(b) The Grantor agrees that, after the occurrence and during the continuation of an Event of Default, the Agent may, but need not, make any payment or perform any act hereinbefore required of the Grantor with respect to the Grantor's leased premises in any form and manner deemed expedient. All money paid for any of the purposes herein authorized and all other moneys advanced by the Agent to protect the lien hereof shall be additional Guaranteed Obligations secured hereby and shall become immediately due and payable without notice and shall bear interest thereon at the default interest rate as provided in the Credit Agreement until paid to the Agent in full.
(c) The Grantor agrees that it will not amend any lease in a manner that has a material adverse affect on the interests of the Holders of Guaranteed Obligations without the Agent's prior written consent.
Leased Real Property. Section 4.13(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, (i) there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty thereto; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the Company.
Leased Real Property. All Real Property Leases are valid, binding and enforceable by and against the Company or its relevant Subsidiary, and, to the Knowledge of the Company, the other parties thereto and are in full force and effect, and no written notice to terminate, in whole or part, any of such Real Property Leases has been delivered to the Company or any of the other Debtors (nor, to the Knowledge of the Company, has there been any indication that any such notice of termination will be served). Other than as a result of the filing of the Chapter 11 Cases (or any other agreed Implementation Mechanism), neither the Company nor any of the other Debtors nor, to the Knowledge of the Company, any other party to any material Real Property Lease is in default or breach, except to the extent any such default or breach, individually or in the aggregate, would not materially impair the ability of the Debtors (taken as a whole) to operate in the ordinary course of business. Other than as a result of the filing of the Chapter 11 Cases (or any other agreed Implementation Mechanism), no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or material default under any Real Property Leases by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto. Each of the Debtors enjoys peaceful and undisturbed possession under all such Real Property Leases, other than Real Property Leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to materially interfere with its ability to conduct its business as currently conducted or, individually or in the aggregate, materially detract from the value of, or, individually or in the aggregate, materially impair the use or operation of, any of the real property subject to any Real Property Leases. The Company and each of the other Debtors that is either the tenant or licensee named under each Real Property Lease has a good and valid leasehold interest in each real property subject to a Real Property Lease. To the Knowledge of the Company, there are not any pending, or threatened, condemnation proceedings or changes in legally permitted uses related to any of the Real Property Leases.
Leased Real Property. With respect to the Leased Real Property, except as reflected on Schedule 4.6:
(a) The Seller is in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller;
(b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property;
(c) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property;
(d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leases.
Leased Real Property. Section 3.15(a)(i) of the Company Disclosure Schedule contains a list and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (the “Leased Real Property”) and the Company has made available to Parent a true and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.