Leased Real Property Sample Clauses
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Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z).
(ii) Except as set forth on Schedule 3.1(z),
A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date;
B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property;
C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof;
D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease;
E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto;
F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy o...
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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. (a) Schedule 3.16(a) lists: (i) the street address of each parcel of real property leased or occupied by the Seller and used in the Business, together with, to the extent leased by the Seller, a general description of all significant buildings and other significant structures, facilities or improvements located thereon (collectively, the "Leased Real Property"), (ii) the identity of the lessor, lessee, each sublessor and sublessee (if applicable), and the current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(b) The Seller is the lessee or sublessee of each of the leasehold estates set forth in Schedule 3.16(b) as being leased by it, and except as set forth in Schedule 3.16(b), is in possession of each of the premises purported to be so leased. Attached as Schedule 3.16(b) are true, correct and complete copies of the leases for each parcel of the Leased Real Property. Each such lease pursuant to which such leasehold estate is granted is valid and without any material default thereunder by the Seller, or, to the knowledge of the Seller, the lessor. At Closing, each of the leases will be in full force and effect. Seller shall make timely provision to satisfy any existing security interest in the Leased Real Property at Closing.
(c) Except as set forth in Schedule 3.16(c), there is no pending, or, to the knowledge of the Seller, threatened, condemnation, eminent domain or similar proceeding with respect to the Leased Real Property or any of the improvements or fixtures thereon.
(d) The Leased Real Property and the present uses and operations thereof comply in all material respects with all zoning laws and ordinances and Seller has not received any notice of any violation thereof. The Seller has not made any alterations or additions to the buildings upon the Leased Real Property without any required consent of the lessor, or without compliance with all applicable law.
(e) The Seller has not leased or subleased any parcel or any portion of any parcel of the Leased Real Property to any other Person, nor has the Seller assigned its interest under any lease or sublease listed in Schedule 3.16(e) to any third party. Except for consents to assignment required for the Purchaser to occupy the Leased Real Property, there are no facts that would prevent the Leased Real Property from being occupied by the Purchaser after the Closing in the same manner as occupied by t...
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. 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 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.
Leased Real Property. Each of the Debtors is in compliance with all obligations under all leases to which it is a party that have not been rejected in the Chapter 11 Cases, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of the Debtors has received written notice of any good faith claim asserting that such leases are not in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Debtors enjoys peaceful and undisturbed possession under all such leases, other than 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 have, individually or in the aggregate, a Material Adverse Effect.
Leased Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 3.16(a) of the Company Disclosure Schedule lists all real property leased or subleased to the Company or any of its Subsidiaries as of the date of this Agreement or leased by an Affiliate of the Company or any of its Subsidiaries and used in the conduct of the business of the Company or any of its Subsidiaries (the "Leased Real Property"). Neither the Company nor any of its Subsidiaries uses any real property other than the Leased Real Property. The Company has made available to Parent true, correct and complete copies of the leases and subleases (as amended to date) and other agreements for occupancy, including all amendments, extensions and other modifications thereto as of the date of this Agreement with respect to each Leased Real Property (each, a "Real Property Lease" and, collectively, the "Real Property Leases").
(b) With respect to each Real Property Lease, in all material respects:
(i) such Real Property Lease is a legal, valid and binding obligation of the Company or its applicable Subsidiary, and is in full force and effect;
(ii) neither the Company or its applicable Subsidiary, nor, to the Company's or any of its Subsidiaries' knowledge, any other party to such Real Property Lease is in breach or default, and, to the Company's or any of its Subsidiaries' knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; and
(iii) to the Company's or any of its Subsidiaries' knowledge, there are no disputes, oral agreements or forbearance programs in effect as to the Real Property Leases.
(c) The Leased Real Property is sufficient for the continued conduct of the respective businesses of the Company and its Subsidiaries in substantially the same manner as such businesses are currently conducted.
(d) The Real Property Leases cover all of the Leased Real Property currently utilized by the Company or any of its Subsidiaries; the property covered by such Real Property Leases may legally be used for such operations conducted thereon and all necessary access from public roads and all required utilities are legally and validly available to the property; the improvements on the properties or their use do not violate any existing covenants, restrictions or easements nor encroach any adjacent property not owned by the landlords under such Real Property Leases; the impro...
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