Leased Real Property. (a) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used. (b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect. (c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon. (d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property. (e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred. (f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Asset and Equity Purchase Agreement (iMedia Brands, Inc.), Asset and Equity Purchase Agreement (iMedia Brands, Inc.)
Leased Real Property. (a) Section 3.12(a4.11(a) of the Disclosure Schedule Schedules sets forth a truedetailed description of certain real property (i) leased by the Acquired Company situated in Cuernavaca, correct 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 Leased Real Properties. As 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 each which any Asset Seller or the Acquired Company holds such Leased Real PropertyProperty (collectively, the “Leases”). Sellers warrants the following is have delivered to Buyers a true and correct: 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 Group Companies 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 leased 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; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.and
(bv) Section 3.12(b) of the Disclosure Schedules includes a trueSellers have not pledged, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, mortgaged or otherwise encumbered in any material respect any granted an Encumbrance on its leasehold interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(eb) With respect to Neither the “Tenant Retained Parcel” (as defined in the Master Lease): 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 Company has not completed the Subdivision or delivered a Subdivision Completion NoticeLeased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effectLeased 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 date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) Leased Real Property has not occurredbeen damaged or destroyed by fire or other casualty.
(fc) Neither Sellers nor The Leased Real Property is sufficient for the Purchased Entities own any real propertycontinued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (General Cable Corp /De/), Stock and Asset Purchase Agreement (Standard Motor Products Inc)
Leased Real Property. (a) Section 3.12(a) The only real estate used in the operation of the Disclosure Business (other than access to Facilities free of charge to perform clinical services) are the real properties listed in Schedule sets forth a true3.14 hereto, correct and complete list of all Leased Real Properties. As which are collectively referred to each such herein as the “Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy .” All of such Leased Real Property or any portion thereof; (ii) each Leased Real Property is leased by a Seller pursuant to contracts described in good operating condition and repair in all material respectsSchedule 3.14 hereto, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has having been provided previously delivered to Buyer; and Acquirors (iv) subject the parties from whom the Leased Real Property is leased are referred to entry of herein as the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs“Landlords”), and except as a result of which have not been amended, modified or assigned (the commencement of “Real Property Leases”). With respect to the Chapter 11 CasesLeased Real Property:
(a) To Selling Group’s Knowledge, the Leases are in full force buildings, plants, improvements, structures and effect.
(c) As to each fixtures on the Leased Real Property: (i) Group Company has received written notice of have been properly maintained; (ii) are in good operating condition and repair, normal wear and tear excepted; (iii) are in accordance with all applicable Laws applicable to a Seller or the Leased Real Property, provided that any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writingnoncompliance would not have a Material Adverse Effect; and (iiiv) while in a Seller’s possession, the Leased Real Property has not been subject to any flooding, water damage or seepage;
(b) except as set forth on Schedule 3.14 hereto, there are no Group Company has received leases, subleases, licenses, concessions or other agreements (whether written notice or oral) to which any Seller is a party, that grant to any person the right to use or occupy any portion of the Leased Real Property;
(c) except as set forth on Schedule 3.14 hereto, there are no Persons (other than Sellers) in possession of the Leased Real Property;
(d) the Leased Real Property is not in compliance supplied with applicable building, zoning, subdivision, health and safety utilities and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect services necessary for the use or occupancy of such Leased Real Property or the operations conduct of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which of Sellers and the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations operation of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.Facilities; and
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right Real Property Leases are being fully performed and Tenant ROFO (each as defined in the Master Lease) remains are in full force and effecteffect and are enforceable in accordance with their terms and, (iii) as to the Selling Group’s Knowledge, the Landlords are not in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the date hereof, except as set forth on Section 3.12(e) passage of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredtime or both could give rise to a breach or default thereunder by any Seller.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (IPC the Hospitalist Company, Inc.)
Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (athe “Real Property Leases”) Section 3.12(a) constitutes all of the Disclosure Schedule sets forth a true, correct real property leased by the Companies and complete list of all Leased Real Properties. As to each such Companies’ Subsidiaries (the “Leased Real Property”). With respect to each Real Property Lease, Sellers warrants except as set forth on Schedule 5.8.1, neither the following Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is true in material breach or material default under any such Real Property Lease. Each of the Companies and correct: each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (i24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Group Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies have not leased or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted to any Person anyone the right to use or occupy such the Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire thereof or collaterally assigned or granted any other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered security interest in any material respect any such lease or interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effecttherein.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Stock Purchase Agreement (LHC Group, Inc), Stock Purchase Agreement (BioScrip, Inc.)
Leased Real Property. (a) Section 3.12(a) of The Seller does not own any real property used in the Disclosure Business. Schedule sets forth 3.10 contains a true, correct and complete list schedule of all Leased Real Properties. As real property leased or subleased to each such the Seller and used in the Business, including all modifications, amendments and supplements thereto (the "Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each "). The Leased Real Property is the only real property the Seller has used in good operating condition and repair in all material respects, subject the Business. The Seller has delivered to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, Buyer correct and complete list copies of the leases and subleases (including all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereofamendments thereto) listed in Schedule 3.10. As With respect to each Leased Real Propertylease and sublease listed in Schedule 3.10 (provided, except as disclosed however, that Seller makes no representation or warranty regarding Lessor or Sublessor's performance with third parties or government authorities):
a. The lease or sublease is legal, valid, binding, enforceable and in Section 3.12(b) full force and effect;
b. Subject to the written consent of the Disclosure Schedules (i) Lessor or Sublessor in accordance with the terms and conditions of the lease and/or sublease described in Schedule 3.10, the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the First Closing;
c. Neither the Seller nor, to the best of the Seller's knowledge, any other party to the lease or sublease is in breach or default, and, to the best of the Seller's knowledge, no Group Company event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the lease or sublease;
d. Neither the Seller nor, to the best of the Seller's knowledge, any other party to the lease or sublease has repudiated any provision thereof;
e. There are no material disputes, oral agreements or forbearance programs in effect as to the lease or sublease;
f. The Seller has not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any material respect any interest in such the leasehold interest, or subleasehold;
g. All facilities leased or subleased thereunder have received all material approvals of governmental authorities (including licenses and there are no options or rights of first offer or refusal to acquire any such rights; (iipermits) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that required in connection with the passage of time would become a default that remains uncured; operation thereof and (iii) a true have been operated and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract maintained in accordance with all material applicable Law laws, rules and regulations; and
h. All facilities leased or subleased thereunder are maintained in accordance with normal industry practice, are in good condition and repair (including satisfaction of all applicable Cure Costsnormal wear and tear excepted), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance supplied with applicable building, zoning, subdivision, health and safety utilities and other land use laws, including The Americans with Disabilities Act services necessary for the operation of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereonsaid facilities.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Mpower Holding Corp), Asset Purchase Agreement (Mpower Holding Corp)
Leased Real Property. (a) Section 3.12(a) The only real estate used in the operation of the Disclosure Business (other than access to Facilities free of charge to perform clinical services) are the real properties listed in Schedule sets forth a true3.14 hereto, correct and complete list of all Leased Real Properties. As which are collectively referred to each such herein as the “Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy .” All of such Leased Real Property or any portion thereof; (ii) each Leased Real Property is leased by Seller pursuant to contracts described in good operating condition and repair in all material respectsSchedule 3.14 hereto, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has having been provided previously delivered to Buyer; and Acquirors (iv) subject the parties from whom the Leased Real Property is leased are referred to entry of herein as the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs“Landlords”), and except as a result of which have not been amended, modified or assigned (the commencement of “Real Property Leases”). With respect to the Chapter 11 CasesLeased Real Property:
(a) To Selling Group’s Knowledge, the Leases are in full force buildings, plants, improvements, structures and effect.
(c) As to each fixtures on the Leased Real Property: (i) Group Company has received written notice of have been properly maintained; (ii) are in good operating condition and repair, normal wear and tear excepted; (iii) are in accordance with all applicable Laws applicable to Seller or the Leased Real Property, provided that any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writingnoncompliance would not have a Material Adverse Effect; and (iiiv) while in Seller’s possession, the Leased Real Property has not been subject to any flooding, water damage or seepage;
(b) except as set forth on Schedule 3.14 hereto, there are no Group Company has received leases, subleases, licenses, concessions or other agreements (whether written notice or oral) to which Seller is a party, that grant to any person the right to use or occupy any portion of the Leased Real Property;
(c) except as set forth on Schedule 3.14 hereto, there are no Persons (other than Seller) in possession of the Leased Real Property;
(d) the Leased Real Property is not in compliance supplied with applicable building, zoning, subdivision, health and safety utilities and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect services necessary for the use or occupancy of such Leased Real Property or the operations conduct of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which of Seller and the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations operation of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.Facilities; and
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right Real Property Leases are being fully performed and Tenant ROFO (each as defined in the Master Lease) remains are in full force and effecteffect and are enforceable in accordance with their terms and, (iii) as to the Selling Group’s Knowledge, the Landlords are not in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the date hereof, except as set forth on Section 3.12(e) passage of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredtime or both could give rise to a breach or default thereunder by Seller.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (IPC the Hospitalist Company, Inc.), Asset Purchase Agreement (IPC the Hospitalist Company, Inc.)
Leased Real Property. (a) Section 3.12(a3.2(j)(i) of the Disclosure Schedule sets forth a true, correct and complete list brief description of all leasehold or subleasehold estates and other rights to hold, use, possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by LPT (the “Leased Real PropertiesProperty”), and all Leases relating thereto. As to each such Except as set forth in Section 3.2(j)(i) of the Disclosure Schedule, other than the Leased Real Property, Sellers warrants LPT has never leased any real property for manufacturing or other operational purposes. Except as set forth in Section 3.2(j)(i) of the following is true and correctDisclosure Schedule: (iA) all Leases relating to the Leased Real Property are legal, valid, binding and enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party and the application of any bankruptcy or creditor’s rights Laws; (B) the Group Companies have transactions contemplated by this Agreement do not leased require the consent to assignment of any other party to any of the Leases, will not result in a breach or default under any of the Leases, and will not otherwise cause any of the Leases to cease to be enforceable and in full force and effect on identical terms following the Closing; (C) LPT is not and, to the Knowledge of LPT, no other party is in breach or default under any such Lease; (D) such Lease has not been assigned by LPT (or to the Knowledge of LPT, other than collaterally, by the landlord thereunder), supplemented, or amended except as set forth in Section 3.2(j)(i) of the Disclosure Schedule; (E) LPT has not subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (iiF) each (x) to LPT’s Knowledge, the current uses of and existing structures located on the Leased Real Property is are in good operating condition material compliance with all applicable zoning and repair in all material respects, subject to ordinary wear and tearother land use or occupancy requirements, and no Leased Real Property has suffered a fire any covenants, conditions or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for agreements affecting the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed and (y) LPT, to the extent required by any applicable Laws, is in Section 3.12(b) possession of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any all material certificates of occupancy with respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject issued by the appropriate Governmental Authorities; (G) no construction, alteration, or other leasehold improvement work with respect to such Lease remains to be paid for or performed by any party to such Lease except for any such work required by the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the parties thereunder as part of any Group Company under any Leasesthe maintenance, or repair and replacement obligations, including without limitation with respect to casualty damage; (H) the improvements located on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not are in compliance with applicable building, zoning, subdivision, health good condition and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amendedto LPT’s Knowledge are structurally sound, and all insurance requirements affecting such Leased Real Propertymechanical and other systems located therein are in an operating condition good for the use to which the same are put by LPT in the current operation of the Business, subject to normal wear, and to LPT’s Knowledge no condition exists requiring material repairs, alterations or corrections, and no maintenance or repairs to the improvements or the mechanical or other than violations that systems located therein have been cured, except in each case as would not reasonably be expected unreasonably deferred; and (I) LPT has all necessary access to adversely affect in any material respect and from the use or occupancy of such Leased Real Property or as is reasonably adequate for the operations current operation thereof. LPT holds, subject to the terms and conditions of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth Leases described on Section 3.12(e3.2(j)(i) of the Disclosure Schedule, there is no TRP Sublease (as defined good leasehold title to, and actual and exclusive possession of, the Leased Real Property, free and clear of Liens other than Permitted Liens. LPT has delivered or made available to Buyer complete and accurate copies of each of the Leases for the Leased Real Property, and none of the Leases have been modified in any material respect or extended, except to the Master Lease); (iv) extent that such modifications or extensions are disclosed by the Landlord Purchase (as defined in the Master Lease) has not occurredcopies delivered or made available to Buyer.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Faro Technologies Inc)
Leased Real Property. (a) Section 3.12(a) 3.10 of the Seller Disclosure Schedule sets forth a true, correct an accurate and complete list description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real PropertiesProperty”). As The Seller has made available to each the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property.
(b) Each applicable Acquired Company has peaceful, Sellers warrants undisturbed and exclusive possession of the following Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is true on deposit thereunder.
(c) The use of the Warranted Leased Real Property, or any portion thereof, and correct: the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the Group Companies have terms and provisions of any Contract relating thereto.
(d) Except in any case that would not leased reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or otherwise granted to any Person the right to use Knowledge of the Seller, threatened, appropriation, condemnation or occupy such like Proceeding affecting the Warranted Leased Real Property or any portion part thereof; and (ii) each no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property.
(e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in all material respects, subject to ordinary wear and tear, and no good operating condition would not have a Material Adverse Effect.
(f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties portion thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options leases, licenses, subleases, concessions or rights of first offer other Contracts, written or refusal oral, granting to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary Person the right to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such occupy the Warranted Leased Real Property or the operations of the Business thereonany portion thereof.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Share Purchase Agreement (Ariad Pharmaceuticals Inc), Share Purchase Agreement (Ariad Pharmaceuticals Inc)
Leased Real Property. (a) Section 3.12(aExcept as set forth on the Leased Real Property Schedule and the Excluded Designs Leased Property Schedule, neither Seller nor any of its Affiliates owns or leases any real property used or occupied by, or necessary for the conduct of, Designs or the Business.
(b) of the Disclosure The Leased Real Property Schedule sets forth the names of the lessee, the address of any parcel of real property leased by Seller or used in the Business (collectively, the “Leased Real Property”), and a true, correct and complete list of all Leased Real Properties. As to the leases, subleases, amendments, extensions, renewals, guaranties, licenses, concessions and other agreements (whether written or oral) (collectively, “Leases”) for each such Leased Real Property, Sellers warrants the following is . Seller has delivered to Buyer a true and correct: complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth on the attached Leased Real Property Schedule, with respect to each of the Leases:
(i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; Lease is legal, valid, binding, enforceable and in full force and effect;
(ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and do not require the consent of any other Transaction Documents and the assumption by Buyer party to such Lease, will not result in a breach of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs)or default under such Lease, and except as a result of the commencement of the Chapter 11 Caseswill not otherwise cause such Lease to cease to be legal, the Leases are valid, binding, enforceable and in full force and effecteffect on identical terms following the Closing;
(iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there any no disputes with respect to such Leases;
(iv) neither Seller nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;
(v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full;
(vi) Seller does not owe any brokerage commissions or finder’s fee with respect to such Lease;
(vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Seller;
(viii) Seller has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and
(ix) there are no liens or encumbrances on the estate or interest created by such Lease.
(c) As There are no amounts disputed by Seller and not paid to each Leased Real Property: (i) Group Company has received written notice the landlords of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the properties listed on the attached Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereonSchedule.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Casual Male Retail Group Inc)
Leased Real Property. Schedule 4.12 attached hereto lists all leases, subleases, occupancy agreements or similar agreements under which Seller occupies (aor has the right to occupy) Section 3.12(apursuant to a lease, license or similar arrangement any real property interest (i) used as a Branch, or (ii) used in connection with the operation of such Branch if such real property interest is incidental to and located at or in immediate and close proximity to such Branch (including any separate parking lot leases where customers of such Branch are permitted to park) (collectively, the “Leases”), and Seller is entitled to possession of the Disclosure Leased Real Properties as lessee in accordance with the terms of the respective Leases. The Leases are accurately described on Schedule sets forth 4.12 attached hereto and, except as shown on Schedule 4.12, have not been amended, modified or supplemented. Seller has delivered to Buyer a true, correct and complete list copy of all each Lease as amended, modified or supplemented. Each Lease is an existing legal, valid and binding obligation of Seller and, to Seller’s Knowledge, each other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and similar laws relating to the rights and remedies of creditors, as well as to general principles of equity; and there does not exist with respect to Seller’s obligations thereunder, or, to Seller’s Knowledge, with respect to the obligations of the lessor thereof, any default, or event or condition which constitutes or, after notice or passage of time or both, would constitute a default, on the part of Seller or the lessor under any such Lease. There are no tenants or other parties claiming by, through or under Seller that have a possessory right in and to any space in respect of the Leased Real Properties. As used in this Section 4.12, the term “lessor” includes any sub-lessor of the property to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted Seller. There are no subleases relating to any Person the right to use or occupy such Leased Real Property created or suffered to exist by Seller, or to Seller’s Knowledge, created or suffered to exist by any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject other Person. Subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate Seller obtaining any consents necessary for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases valid assignment to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law Leases, which consents are listed on Schedule 4.12 (including satisfaction of all applicable Cure Coststhe “Landlord Consents”), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy assignment of such Leased Real Property or Leases will transfer to Buyer on the operations Closing Date all of Seller’s rights under the Business thereonLeases.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Purchase and Assumption Agreement (First Banks, Inc), Purchase and Assumption Agreement (Firstmerit Corp /Oh/)
Leased Real Property. (aSchedule 6.7(a) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct true and complete list description of all Leased Real PropertiesProperty of the Checksmart Parties. As to each To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, Sellers warrants the following is a true and correctcorrect copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the Group Companies applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not leased been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such of the Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect No Checksmart Party owns any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 2 contracts
Sources: Merger Agreement (Reliant Software, Inc.), Merger Agreement (Community Choice Financial Inc.)
Leased Real Property. (a) Section 3.12(a) All of the Disclosure real property leased by -------------------- SQLBench, as tenant or lessee, is identified on Schedule sets forth a true, correct and complete list of all 2.6(b) hereto --------------- (collectively referred to herein as the "Leased Real PropertiesProperty"). As The Stockholders hereby make the following representations and warranties with respect to each such the Leased Real Property:
(i) SQLBench holds a good, clear, marketable, valid and enforceable leasehold interest in the Leased Real Property;
(ii) None of the Sellers is aware of any material defects in the physical condition of any improvements constituting a part of the Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) isstructural elements, in all material respectsmechanical systems, adequate for roofs or parking and loading areas, and, to the business operations as currently used.
(b) Section 3.12(b) knowledge of the Disclosure Schedules includes a trueSellers, correct all of such improvements are in reasonable operating condition and complete list of all Leases to which any Group Company is a party as lesseerepair, together have been maintained in accordance with any amendments, past practice and are free from material infestation by rodents or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and insects;
(iii) a The copies of the lease (the "Lease") for the Lease Real Property delivered by SQLBench to Buyer is complete, accurate, true and correct copy of each Lease has been provided to Buyer; and correct;
(iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are The Lease is in full force and effect.effect and has not been modified, amended, or altered, in writing or otherwise;
(cv) As All obligations of the landlord or lessor under the Lease which have accrued have been performed, and to each Leased Real Property: the best of the knowledge of the Stockholders, no landlord or lessor is in default under the Lease;
(ivi) Group Company has received written notice All obligations of any eminent domainSQLBench under the Lease which have accrued have been performed, condemnation, or similar taking proceedingsand SQLBench is not in default under the Lease, and no such proceedings are threatened in writing; and (ii) no Group Company has received written circumstance presently exists which, with notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations passage of the Business thereon.
(d) No Group Company has given time, or received any written both, would give rise to a default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease)by SQLBench; (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.and
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) None of the Disclosure Schedule sets forth Sellers owns any real property that is part of this transaction.
(b) the Real Property leased by Seller under the Assigned Lease and the to-be- assigned to Buyer UDOT parking-area lease are the only Real Property used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of a trueSeller in and to leasehold improvements relating thereto, correct and complete list of all Leased Real Properties. As to each such including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), Sellers warrants and no other Real Property is leased by any Seller in connection with the following is true and correct: Business. With respect to the Assigned Lease:
(i) such Lease is valid, binding, enforceable and in full force and effect, and the Group Companies have not leased applicable Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) No Seller is in breach or default under such Lease, 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 Seller has paid all rent due and payable under such Lease;
(iii) No Seller has received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under the Lease and, to the Knowledge of Sellers, no other party is in default thereof, and no party to the Lease has exercised any termination rights with respect thereto;
(iv) No Seller has subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(iiv) each Leased Real Property is No Seller has pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such the Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: No Seller has received any written notice of (i) Group Company has received written notice violations of any eminent domain, condemnation, building codes and/or zoning ordinances or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that other governmental or regulatory Laws affecting the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such 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 than violations that have been curedmoratorium proceedings, except in each case as would not or similar matters which could reasonably be expected to adversely affect in any material respect the use or occupancy of such ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or the operations of the Business thereondestroyed by fire or other casualty.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such The Leased Real Property or is sufficient for the operations continued conduct of the Business thereon) under any declaration of covenants, conditions after the Closing in substantially the same manner as conducted prior to the Closing and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement constitutes all of the applicable Leased Real PropertyProperty necessary to conduct the Business as currently conducted.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (aSchedule 2.11(b) Section 3.12(a) of the Disclosure Schedule sets forth contains a true, correct and complete list of all Leased Real Properties. As to each such real property leases and subleases under which Seller is either lessor or lessee (the “Leased Real Property, Sellers warrants the following is ”). Seller has made available to Buyer or its counsel a true and correct: complete copy of every lease and sublease to which Seller is a party with respect to the Leased Real Property (the “Leases”). Each Lease is valid and enforceable in accordance with its terms except where such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (y) the availability of injunctive relief and other equitable remedies. With respect to the Leases, and except as set forth on Schedule 2.11(b): (i) the Group Companies have not leased or otherwise granted Seller is not, and to Seller’s Knowledge, no other party to any Person the right Lease is, in breach or default, and no event has occurred which, with notice or lapse of time, would reasonably be expected to use constitute a breach or occupy such Leased Real Property default or any portion thereofpermit termination, modification or acceleration thereunder; (ii) each Leased Real Property is in good operating condition and repair in all no postponement or material respectswaiver of Seller’s obligations under a Lease has been granted by the lessor, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for other than with respect to the business operations as currently used.
(b) Section 3.12(b) transfer of the Disclosure Schedules includes Purchased Assets, to Seller’s Knowledge, there exists no event, occurrence, condition or act which, with the giving of notice or the lapse of time, would give rise to a trueright of termination by the lessor under such Lease or give rise to any material liability of Seller under such Lease, correct (iv) to Seller’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to the lease; and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b(v) of the Disclosure Schedules (i) no Group Company Seller has not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any material respect any interest in such the leasehold interest, and there are no options or rights of first offer or refusal (other than pursuant to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected a Permitted Lien). All rents due to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) date on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereonpaid.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(aSchedule 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 Disclosure 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 sets 3.16(b) as being leased by it, and except as set forth a 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 list copies of all Leased Real Properties. As to the leases for each such 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, Sellers warrants or, to the following 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 true and correct: (i) no pending, or, to the Group Companies have not leased knowledge of the Seller, threatened, condemnation, eminent domain or otherwise granted similar proceeding with respect to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, improvements or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business fixtures thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such 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 operations buildings upon the Leased Real Property without any required consent of the Business thereon) under any declaration of covenantslessor, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the without compliance with all applicable Leased Real Propertylaw.
(e) With respect 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 the Seller immediately prior to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has Closing. The Seller shall not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as enter into any agreement affecting use and/or occupancy of the date hereof, except as set forth on Section 3.12(e) Leased Real Property which would be binding upon or otherwise adversely affect Purchaser after Closing. All sums due to the lessor shall be fully paid by Seller to the end of the Disclosure Schedule, there is no TRP Sublease (as defined in payment period immediately preceding the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredClosing Date.
(f) Neither Sellers the Seller nor any of its Affiliates owns any of the Purchased Entities own any real propertyLeased Real Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Gibraltar Industries, Inc.)
Leased Real Property. (a) Section 3.12(aAll of the real property leased by the Sellers as tenant or lessee is identified on SCHEDULE 2.1(c) of the Sellers' Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As Letter (collectively referred to each such Leased Real Property, Sellers warrants herein as the following is true and correct: "LEASED REAL PROPERTY").
(i) LEASES. All of the Group Companies have not leased or otherwise granted to leases of any Person of the right to use or occupy such Leased Real Property or any portion thereof; (iicollectively, the "LEASES") are as set forth on SCHEDULE 2.1(c) of the Sellers' Disclosure Letter. True and correct copies of the Leases have been made available to the Purchaser. The information with respect to each Leased Real Property of the Leases set forth in SCHEDULE 2.1(c) is in good operating condition complete, accurate, true and repair correct in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereofLeases, except as set forth on Section 3.12(eSCHEDULE 5.4(b):
(A) each of the Disclosure ScheduleLeases is in full force and effect on the terms set forth therein and has not been modified, there amended, or altered, in writing or otherwise;
(B) all obligations of the landlord or lessor under the Leases that have accrued have been performed, and no landlord or lessor is no TRP Sublease (as defined in default under or in arrears in the Master Lease); (iv) the Landlord Purchase (as defined payment of any sum or in the Master performance of any obligation required of it under any Lease) has , and no circumstance presently exists which, with notice or the passage of time, or both, would give rise to a default by the landlord or lessor under any Lease except, in all cases as such as will not occurred.materially detract from the marketability or value of the Leased Real Property and do not impair the operations of the lessee thereof in any material respect;
(fC) Neither Sellers nor all obligations of the Purchased Entities own tenant or lessee under the Leases that have accrued have been performed, and no Seller is in default under or in arrears in the payment of any real propertysum or in the performance of any obligation required of it under any Lease, and no circumstance presently exists which, with notice or the passage of time, or both, would give rise to a default by any Seller except, in all cases, as such as will not materially detract from the marketability or value of the Leased Real Property and do not impair the operations of the lessee thereof in any material respect; and
(D) there are no consents of any landlord or lessor required to transfer the Leased Real Property to the Purchaser.
Appears in 1 contract
Sources: Asset Purchase Agreement (Radio Unica Communications Corp)
Leased Real Property. (a) Section 3.12(aSchedule 2.1(b) of the Disclosure Schedule sets forth a truethe street address of each Leased Real Property facility of Seller. True, correct and complete list copies of all each such lease, license or other agreement creating rights of the Seller in the Leased Real PropertiesProperty and all amendments and extensions thereto have been made available to the Purchaser. As With respect to each of the Acquired Leases, (i) such Acquired Lease is legal, valid, binding and enforceable by and against Seller, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditor’s rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the court before which any proceeding may be brought, and is in full force and effect and has not been materially modified (except to the extent made available to Purchaser); (ii) except for the consent of the other party to an Acquired Lease pursuant to the terms of such Lease, the Transactions do not require the consent of any other party, the absence of which would result in a breach of or constitute a default under such Acquired Lease, and (iii) none of Seller, nor to the Knowledge of Seller, any other party to such Acquired Lease, is in material breach or default under any such Acquired Lease.
(b) With respect to the Leased Real Property, Sellers warrants the following is true and correct: (i) under the Group Companies have Acquired Leases, no material portion of any security deposit or portion thereof deposited has been applied in respect of a breach or default thereunder which has not leased been replenished in full; (ii) with the exception of the Acquired Leases, Seller has not subleased, licensed or otherwise granted to any Person the right to use or occupy such any Leased Real Property (or any portion thereof); (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property Seller has not collaterally assigned or granted any other security interest in any Acquired Lease (includingor any interest therein); (iv) there are no Liens on the estate or interest created by such Acquired Leases, without limitationother than Permitted Liens; and (v) no Action relating to any Acquired Leases, utilities serving such Leased Real Property) isis pending or, in all material respectsto Seller’s Knowledge, adequate for the business operations as currently usedthreatened.
(bc) Section 3.12(b) of the Disclosure Schedules includes a The Parties agree that true, correct and complete list copies of all Leases each Acquired Contract in which Seller is the Landlord have been made available to which any Group Company is a party the Purchaser (“Tenant Leases”). Except as lesseewill be addressed in the Ordinary Course of Business, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, the Transactions do not require the consent of any third party to such Tenant Lease and will not result in a breach of or otherwise encumbered in any material respect any interest in constitute a default under such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Tenant Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations none of the Business thereonSeller, nor to the knowledge of Seller any other party to such Tenant Lease, is in material breach or default under any such Tenant Lease.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased The Owned Real Property or shall be delivered to the operations Purchaser on the Closing Date free and clear of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Propertyall Liens securing Indebtedness.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): Leased Real Property, (i) under the Company Acquired Leases, no material portion of any security deposit or portion thereof deposited has been applied in respect of a breach or default thereunder which has not completed the Subdivision or delivered a Subdivision Completion Notice, been replenished in full; (ii) with the Company’s Repurchase Right and Tenant ROFO exception of the Acquired Leases, Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property (each as defined in the Master Lease) remains in full force and effect, or any portion thereof); (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease Seller has not collaterally assigned or granted any other security interest in any Acquired Lease (as defined in the Master Leaseor any interest therein); (iv) there are no Liens on the Landlord Purchase estate or interest created by such Acquired Leases, other than Permitted Liens; and (as defined in the Master Leasev) has not occurredno Action relating to any Acquired Leases, is pending or, to Seller’s Knowledge, threatened.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Caseys General Stores Inc)
Leased Real Property. (a) Water Now has valid leasehold interests, or will have valid leasehold interests in all of the real property which it holds under the leases described in Section 3.12(a3.15(a) of the Disclosure Schedule sets forth a true(collectively, correct the “Leased Real Property”), in each case free and complete list clear of all Leased Real PropertiesEncumbrances, except for Permitted Exceptions. As Section 3.15(a) of the Disclosure Schedule lists all documentation relating to each such the Leases, including all lease agreements, memoranda of lease, subleases, guaranties or option or rights of first refusal agreements, together with all amendments, modifications, supplements, renewals and extensions related thereto. Following completion of the transactions contemplated herein, Buyer shall have valid leasehold interests in all of the Leased Real Property, Sellers warrants the following is true free and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in clear of all material respectsEncumbrances, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate except for the business operations as currently usedPermitted Exceptions.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the The Leased Real Property subject to constitutes all real properties used or occupied by Sellers in the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry operation of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectBusiness.
(c) As The Leases are the valid, legal and binding obligations of Sellers and are enforceable in accordance with their respective terms. Except as set forth in Section 3.15(c) of the Disclosure Schedule, no material breach or default has occurred and is continuing under the Leases, and no event has occurred, with notice or lapse of time, or both, that would constitute a material breach or default under the Leases. There are no past or present disputes that affect the enforceability of the Leases. Sellers are not party to each any lease demising real property, except the Leases.
(d) To the Knowledge of Sellers, the buildings, structures and other components of improvements at the Leased Real Property are not, and the operation of the Business and the current use at the Leased Real Property is not, in violation of any zoning or other Laws (including obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations that, individually or in the aggregate, have not had, or are not reasonably likely to have, a Material Adverse Effect.
(e) Sellers are not parties to any leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person or Persons the right of use or occupancy of any portion of any parcel of Leased Real Property.
(f) With respect to the Leased Real Property: (i) Group Company Seller has received written notice of any eminent domainall easements and rights necessary to conduct the Business, condemnation, or similar taking proceedingsincluding access to and from public roads, and there is no pending, threatened action that would materially impair or curtail such proceedings are access; (ii) the buildings, structures and all other components of improvements at the Leased Real Property, including roofs, foundation, floors and structural elements thereof, heating, ventilation, and air conditioning, electrical, mechanical, sewer equipment, systems and facilities included therein, are, to the Knowledge of Sellers, in good operating condition, working order and repair, subject only to ordinary wear and tear; and (iii) the Leased Real Property is supplied with utilities and other services necessary for the operation of such facilities as presently conducted by the Seller.
(g) With respect to the Leased Real Property: (i) no portion thereof is subject to any pending, threatened in writingor contemplated condemnation proceeding or other proceeding by any Governmental Body; and (ii) no Group Company portion thereof has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in suffered any material respect the use damage by fire or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to other casualty which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right heretofore been completely repaired and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredrestored to its original condition.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (ai) Section 3.12(a) of All real property leased by MONY and used primarily to conduct the Disclosure Schedule sets forth a true, correct and complete list of all Business (the "Leased Real PropertiesProperty") is described on Schedule 3.04 hereto. As All leases currently in effect relating to each such the Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or all amendments and modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b(the "Leases") of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material all other Assigned and Assumed Contracts relating to the Leased Real Property subject are listed on Schedule 3.04 hereto. The information in Schedule 3.04 hereto is true and correct and includes all material information concerning the Leases and the Leased Real Property required by Schedule 3.04 hereto in substantially the form of Exhibit R hereto.
(ii) Except as described on Schedule 3.04 hereto, to MONY's knowledge, MONY is not in default under any of the material terms and provisions of any of the Leases and has not received any written notice of any such default.
(iii) There are no outstanding understandings or agreements which may vary the terms and provisions of the Leases.
(iv) MONY has only made alterations to the Leased Real Property in substantial compliance with the terms of the Leases and all applicable Leaselegal requirements.
(v) Except as described on Schedule 3.04 hereto, to MONY's knowledge, there is are no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) outstanding defaults on the part of any Group Company the landlord or lessor under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectLease.
(cvi) As Except as described on Schedule 3.04 hereto, MONY has not exercised any option to each Leased Real Property: (i) Group Company has received written notice extend the term of any eminent domain, condemnationLease, or similar taking proceedingsto terminate any Lease.
(vii) Except as described on Schedule 3.04 hereto, and no such proceedings are threatened in writing; and (ii) no Group Company MONY has received written notice that not entered into any subleases of the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in or granted any material respect the use licenses or occupancy of such Leased Real Property or rights with respect to the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(eviii) With respect to Schedule 3.04 contains a true, complete and correct list of all security deposits held by the “Tenant Retained Parcel” (as defined in lessors under the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) Leases as of the date hereof.
(ix) Except as described on Schedule 3.04 hereto, MONY has not granted or created any Liens or Encumbrances on the Leased Real Property, including without limitation, leasehold mortgages of the Leased Real Property, except for Permitted Liens and Encumbrances.
(x) Except as described on Schedule 3.04 hereto, to the knowledge of MONY, the use and occupancy of the Leased Real Property by MONY is in compliance with all applicable laws, regulations, statutes, ordinances, judgments, decrees or orders including without limitation, those governing zoning, subdivision, land development access, erosion and drainage control, sewage collection and disposal, use, occupancy, building, fire, safety, access and environmental matters. Except as described on Schedule 3.04 hereto, MONY has not received any written notice from any governmental entity advising of a violation of any applicable building code, environmental, zoning, subdivision, land development or land use laws, regulations or ordinances or any other applicable local, state or Federal laws, regulations or ordinances.
(xi) Except as described on Schedule 3.04 hereto, MONY has neither knowledge of nor received any notice of any existing or proposed assessments for public improvements imposed or to be imposed upon the Leased Real Property which will remain unpaid at Closing.
(xii) The Permits listed on Schedule 3.04 hereto constitute all Permits which are required for the present use and occupancy of the Leased Real Property by MONY and each has been duly issued.
(xiii) Except as set forth on Section 3.12(e) of the Disclosure Schedulein Schedule 3.04 hereto, there is no TRP Sublease to its knowledge, MONY does not use, treat, store or dispose of, nor has it given permission to any other party to use, treat, store or dispose of, whether temporarily or permanently, any petroleum products or any Hazardous Materials (as defined below) at, on or beneath the Leased Real Property in violation of any Federal, state or local law, regulation or ordinance. Except as set forth in Schedule 3.04 hereto, MONY does not have any knowledge of the presence, use, treatment, storage, release or disposal of any petroleum products or any Hazardous Materials at, on or beneath the Leased Real Property. For the purposes of this Agreement, "Hazardous Materials" shall include, without limitation, substances defined as "extremely hazardous substances", "hazardous substances", "hazardous materials", "hazardous waste" or "toxic substances" in the Master Lease)Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.(S) 9601, et seq.; the Emergency Planning and Community Right-To-Know Act, 42 U.S.C.(S)(S)11001-11050; the Hazardous Materials Transportation Act, 49 U.S.C.(S)1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. (ivS) 6901 et seq.; in similar statutes promulgated by the Landlord Purchase (as defined states in which the Leased Real Property is located; and in the Master Lease) has not occurredregulations adopted pursuant to such laws.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Transfer and Acquisition Agreement (Mony Holdings LLC)
Leased Real Property. (a) Section 3.12(a) Schedule 5.6 contains a brief description of the Disclosure Schedule sets forth a true, correct and complete list each parcel of all Leased Real PropertiesProperty. As With respect to each such the Leased Real Property, Sellers warrants except as set forth in Schedule 5.6:
(a) Seller or its applicable Affiliate enjoys peaceful and undisturbed possession of all the following Leased Real Property;
(b) The leasehold interest of Seller or its applicable Affiliate in each Leased Real Property is true and correct: (i) the Group Companies have not leased subject or otherwise granted subordinate to any Encumbrance, except for Permitted Encumbrances;
(c) Neither Seller nor any of its Affiliates have received notice of any condemnation proceedings with regard to the Leased Real Property and, to Seller’s Knowledge, there are no such proceedings contemplated by any governmental authority;
(d) Neither Seller nor any of its Affiliates is party to any sublease, license or other occupancy agreement granting to any third Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.;
(be) Section 3.12(b) To Seller’s Knowledge, the present maintenance, operation, use and occupancy of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to does not violate any Requirement of Law in any manner that would have a Material Adverse Effect; and
(f) The Real Property Leases for the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement Westmont Office Facility and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases Logistics Facilities are in full force and effect.
(c) As effect and constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their terms, and, to Seller’s Knowledge, each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writingother party thereto; and (ii) no Group Company has received written notice that the Leased except as disclosed in Schedule 5.6, neither Seller, its Affiliates nor, to Seller’s Knowledge, any other party to such Real Property Leases is not in compliance violation or breach of or default under any such Real Property Lease (or with applicable buildingnotice or lapse of time or both, zoningwould be in violation or breach of or default under any such Real Property Lease) except for such violation, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case breach or default as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereonhave a Material Adverse Effect.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Sirva Inc)
Leased Real Property. (a) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct 3.7.2 contains an accurate and complete list of all Leased Real Properties. As to each such Leased Real Propertyreal property leases, Sellers warrants the following is true subleases, real property licenses and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respectsother occupancy agreements, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, including without limitation, utilities serving such Leased Real Property) isany modification, in all material respectsamendment or supplement thereto and any other related document or agreement executed or entered into by WWG, adequate for TEAM, O-A or Pulse, as the business operations as currently used.
(b) Section 3.12(b) of case may be, and assigned to the Disclosure Schedules includes a true, correct and complete list of all Leases Company or any Subsidiary pursuant to the NT Conveyance Document to which any Group the Company or a Subsidiary is a party (as lessee, together with any amendmentssublessee, lessor, sublessor, licensor or modifications thereto licensee) (each individually, a "Real Property Lease" and collectively, the "Real Property Leases"). Each Real Property Lease set forth on Schedule 3.7.2 (or guaranties thereof. As required to be set forth on Schedule 3.7.2) is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each Leased such Real Property, except as disclosed Property Lease have been paid; and the lessee has been in Section 3.12(b) peaceable possession since the commencement of the Disclosure Schedules original term of such Real Property Lease and no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor. There exists no default or event of default by WWG, the Company or any Subsidiary or to the knowledge of WWG by any other party to any Real Property Lease; and there exists no occurrence, condition or act (iincluding the purchase of the Purchased Interests hereunder) no Group which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by WWG, the Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect Subsidiary under any interest in such leasehold interestReal Property Lease, and there are no options outstanding claims of breach or rights indemnification or notice of first offer default or refusal to acquire termination of any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to Lease. WWG, TEAM, O-A or Pulse, as the applicable Leasecase may be, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement held and the other Transaction Documents Company or a Subsidiary, as the case may be, now holds the leasehold estate on all the Real Property Leases free and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction clear of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, Liens except as set forth on Section 3.12(e) Schedule 3.7.2. The real property leased by the Company and the Subsidiaries is in a state of good maintenance and repair (ordinary wear and tear excepted), adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the Disclosure Scheduleleased real properties. WWG, there is TEAM, O-A or Pulse, as the case may be, was, and the Company or a Subsidiary now is, in physical possession and actual and exclusive occupation of the whole of each of its leased properties. To the knowledge of WWG, no TRP Sublease (as defined in environmental claim has been made against WWG, TEAM, O-A, Pulse, the Master Company or any Subsidiary with respect to any Real Property Lease); (iv) . None of WWG, TEAM, O-A, Pulse, the Landlord Purchase (as defined in Company or any Subsidiary owes any brokerage commission with respect to any of the Master Lease) has not occurredReal Property Leases.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (MDC Partners Inc)
Leased Real Property. The IRMC Entities have provided or made available to CCF true and complete copies of all leases of real property with respect to which an IRMC Entity is a landlord, tenant, sublessor, subtenant, licensor or licensee, setting forth the names of all parties thereto, the identity of the relevant landlord, tenant, sublessor, subtenant, licensor or licensee, the common address of the real property and the date of the lease (collectively, the “IRMC Leases”). Except as set forth on Schedule 6.14, with respect to the IRMC Leases:
(a) Section 3.12(a) of Each IRMC Entity that is a tenant or subtenant has valid and enforceable leasehold interests to the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants leasehold estate in the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respectsreal property, subject to ordinary wear the Bankruptcy and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.Equity Exception;
(b) Section 3.12(b) Each IRMC Lease has been duly authorized and executed by the applicable IRMC Entity, and to the Knowledge of the Disclosure Schedules includes a trueIRMC Entities, correct the other parties thereto;
(c) All rents and complete list other amounts payable by the IRMC Entities pursuant to the IRMC Leases are based upon the fair rental value of all Leases the leased premises measured at the time such lease was entered into;
(d) No IRMC Entity is in default under any IRMC Lease, nor, to which the IRMC Entities’ Knowledge, has any Group Company is a party as lesseeevent occurred which, together with any amendmentsnotice or the passage of time, or modifications thereto both, would give rise to such a default by an IRMC Entity or guaranties thereof. As the other parties thereto;
(e) All buildings, structures, fixtures, building systems and equipment, and all components thereof with respect to each the leased real property (the “Leased Real PropertyProperty Improvements”), except as disclosed including the roofing/exterior/foundation systems, mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in Section 3.12(b) working condition, subject only to normal wear and tear and normal, scheduled maintenance, are sufficient for the operations currently conducted thereon, and no IRMC Entity is aware of any material structural or other physical defect or deficiency in the condition of the Disclosure Schedules leased real property;
(if) To the Knowledge of the IRMC Entities, there are no Group Company facts or conditions affecting the IRMC Entities that would, individually or in the aggregate, materially interfere with the use or occupancy of the Leased Real Property Improvements or any portion thereof in the operations as currently conducted thereon;
(g) Except as set forth on Schedule 6.14(g), no IRMC Entity has received a notice of non-renewal of an IRMC Lease; and
(h) Except as set forth on Schedule 6.14(h), the IRMC Entities have not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust, or otherwise encumbered in any material respect Encumbered (other than Permitted Encumbrances) any interest in such any leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectIRMC Lease.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Member Substitution Agreement
Leased Real Property. (a) Section 3.12(a) of With respect to the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants 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 following Business thereon as currently conducted by Seller;
(b) To Seller's Knowledge, no portion thereof is true and correct: 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;
(ic) the Group Companies have The Seller is not leased 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 any portion thereof; (ii) each Leased Seller's rights or obligations under the Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire Estate Leases. The Seller does not have notice or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) Knowledge of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assignedan Order requiring repair, subleased, transferred, conveyed, mortgagedalteration, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part correction of any Group Company under existing condition affecting any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
systems or improvements thereat or (dii) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein work that has been cured done or labor or materials that would not reasonably be expected has or have been furnished to adversely affect in any material respect the use or occupancy of such Leased Real Property or during the operations period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leases.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Purchase Agreement
Leased Real Property. (a) Section 3.12(a4.7(a) of the Sellers’ Disclosure Schedule sets forth Letter contains a true, true and correct and complete list of all Leased real property leases and material Contracts related to real property related to the conduct of the EDP Business to which any EDP Company or Quintiles Asia (solely with respect to the EDP Asia Business) is a party or otherwise bound as of the date hereof (the “Real PropertiesEstate Leases”). Each lease set forth in Section 4.7(a) of the Sellers’ Disclosure Letter is in full force and effect and all rents and additional rents due to the date hereof on each Real Estate Lease have been paid. As of the date hereof, to each such Leased Real Propertythe Knowledge of Sellers, there exists no material default (and since January 1, 2004, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to received written notice of any Person the right to use or occupy such Leased default) under any Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently usedEstate Lease.
(b) True and correct copies of the Real Estate Leases, and all amendments, modifications or supplements thereto, have been made available to Purchaser.
(c) Except as set forth in Section 3.12(b4.7(c) of the Sellers’ Disclosure Schedules includes a trueLetter or as otherwise contemplated by the Transaction Documents, correct and complete list since January 1, 2004, none of all Leases Sellers, the EDP Companies nor Quintiles Asia (solely with respect to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(bthe EDP Asia Business) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Estate Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company Except as set forth in Section 4.7(d) of the Sellers’ Disclosure Letter, since January 1, 2004, none of Sellers, the EDP Companies or Quintiles Asia (solely with respect to the EDP Asia Business) has given or received exercised any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect option contained in any material respect Real Estate Lease to purchase the use premises demised by such Real Estate Lease or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Propertyoption contained therein to lease any additional premises.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except Except as set forth on in Section 3.12(e4.7(e) of the Sellers’ Disclosure ScheduleLetter there are no parties (other than the EDP Companies or Quintiles Asia) in possession of the premises demised by any Real Estate Lease and, to the Knowledge of Sellers, there is are no TRP Sublease (as defined in subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the Master Lease); (iv) right of use or occupancy of the Landlord Purchase (as defined in the Master Lease) has not occurredparcel or any portion thereof.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correct: (i) Neither the Group Companies have not leased Seller nor any Affiliate (including the Parent) owns any real property or otherwise granted to any Person interest therein that is held for use primarily in connection with the right to use or occupy such Leased Real Property or any portion thereof; Business.
(ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iiiA) each Leased Real Property Each lease set forth on Schedule 3.1(f) (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Casescollectively, the Leases are "Leases") is in full force and effecteffect and all rent and other sums and charges payable by the Seller thereunder are current, (B) no notice of default or termination under any Lease is outstanding, (C) no event or condition which, with the giving of notice or the lapse of time or both, would constitute a default or termination event or condition under any Lease exists or has occurred, and (D) no lessor under any Lease has any Encumbrance (other than Permitted Encumbrances) under any Lease or otherwise against the Purchased Assets. The Seller's leasehold estate under and the Seller's leasehold interest in each Lease is held free and clear of all Encumbrances (other than Permitted Encumbrances) and other matters adversely affecting title thereto, which is claimed by or through the Seller. The Seller has delivered to the Buyer true and complete copies of all Leases (including all amendments, waivers, modifications and supplements thereto).
(ciii) As Except as set forth on Schedule 3.1(f), (A) all improvements on the real property leased to each the Seller (the "Leased Real Property: "), insofar as they relate to the Business, conform in all respects to all applicable Legal Requirements (iincluding applicable environmental and occupational safety and health laws and regulations) Group Company has received written notice and zoning and building ordinances of any eminent domain, condemnation, or similar taking proceedingsGovernmental Authorities, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that all of the Leased Real Property is not zoned for the purposes for which such Leased Real Property is presently being used, (B) all improvements on the Leased Real Property, insofar as they relate to the Business, are in compliance with applicable buildinggood condition, zoning, subdivision, health normal wear and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amendedtear excepted, and all insurance requirements there does not exist any condition which interferes with the present economic value or use thereof by the Business, (C) none of the buildings and structures located on the Leased Real Property, the appurtenances thereto or the equipment therein or the operation or maintenance thereof, insofar as they relate to the Business, violates any restrictive covenant or encroaches on any property owned by others or any servitude easement, right of way or other encumbrance or restriction affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in nor does any material respect building or structure of any third party encroach upon the use or occupancy of such Leased Real Property or any servitude easement or right of way benefitting the operations Leased Real Property, and (D) no condemnation proceeding is pending or, to the Knowledge of the Business thereon.
(d) No Group Company has given Seller, threatened, which would preclude or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect impair the use or occupancy by the Business of such any Leased Real Property or for the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Propertyuses for which it is intended.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) All of the Disclosure real property leased by -------------------- ARC, as tenant or lessee, is identified on Schedule sets forth a true, correct and complete list of all 2.6(b) hereto (collectively --------------- referred to herein as the "Leased Real PropertiesProperty"). As The Sellers hereby make the following representations and warranties with respect to each such the Leased Real Property:
(i) ARC holds a good, clear, marketable, valid and enforceable leasehold interest in the Leased Real Property;
(ii) None of the Sellers is aware of any material defects in the physical condition of any improvements constituting a part of the Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving structural elements, mechanical systems, roofs or parking and loading areas, and to the knowledge of the Sellers, all of such Leased Real Property) isimprovements are in reasonable operating condition and repair, have been maintained in all accordance with past practice and are free from material respects, adequate for the business operations as currently used.infestation by rodents or insects;
(biii) Section 3.12(b) The copies of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except lease for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject (the "Lease") delivered by ARC to the applicable LeaseBuyer pursuant to this Agreement is complete, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leasesaccurate, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and correct;
(iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are The Lease is in full force and effect.effect and has not been modified, amended, or altered, in writing or otherwise;
(cv) As All obligations of the landlord or lessor under the Lease which have accrued have been performed, and to each Leased Real Property: the best of the knowledge of the Sellers, no landlord or lessor is in default under the Lease;
(ivi) Group Company has received written notice All obligations of any eminent domainthe ARC under the Lease which have accrued have been performed, condemnation, or similar taking proceedingsand ARC is not in default under the Lease, and no circumstance presently exists which, with notice or the passage of time, or both, would give rise to a default by ARC; and
(vii) ARC will not have obtained prior to the Closing the consent of the landlord or lessor under the Lease, and the failure to obtain such proceedings are threatened consent shall not constitute a default hereunder. On or before the Closing Date, ARC will have notified in writing; and (ii) no Group Company has received written notice writing the landlord under the Lease that the Leased Real Property Lease is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected being assigned to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereonBuyer hereunder.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (ai) Section 3.12(aThe Leased Real Property constitutes all real property which is used (or intended for use) by Sellers and their respective Affiliates in the conduct of the Disclosure Schedule sets forth Business as of the date hereof, other than the Owned Real Property and the Excluded Real Property;
(ii) The Leases (A) are in full force and effect and constitute the valid and legally binding obligation of the Seller which is a trueparty thereto, correct as applicable, enforceable in accordance with its terms, (B) have not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and complete list side letters thereto made available to Purchasers and (C) have not been assigned in any manner by any Seller;
(iii) There exists no material breach or material default, and no event or condition, which, upon the giving of all Leased Real Properties. As notice or the lapse of time or both, would constitute a material default by any Seller, or, to the Knowledge of Sellers, by any other party thereto, under any of the Leases;
(iv) Each Seller that is either the tenant, subtenant, licensee or sublicensee, as applicable, named under each Lease has a good and valid leasehold interest in such Leased Real Property, Sellers warrants the following is true free and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in clear of all material respectsLiens, except for Permitted Encumbrances, subject in each case to ordinary wear the terms and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, conditions of the applicable Lease. Except as set forth in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b5.7(b) of the Disclosure Schedules includes Schedule, to the Knowledge of the Sellers, none of the Sellers nor any of their respective Affiliates has received any correspondence or written notice from any counterparty to a trueLease giving notice of a default or an event of default thereunder or an intention to terminate such agreement; and
(v) Except as provided in the Leases, correct and complete list there are no outstanding contracts granted by Sellers or any of all Leases their respective Affiliates to which any Group Company is a party as lessee, together with third person to purchase or lease any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, or any portion thereof or interest therein and, except as disclosed set forth in Section 3.12(b5.7(b) of the Disclosure Schedules Schedule, no Leases include a right or option to purchase any real property or interest therein.
(ivi) no Group Company has assignedWith respect to each Lease:
(1) Subject to obtaining the Required Consents, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and (1) do not require the other Transaction Documents and the assumption by Buyer consent of the applicable Contract in accordance any person with applicable Law respect to any Lease (including satisfaction of all applicable Cure Costsany landlord or sub-landlord, as applicable), and except as (2) will not result in a result breach of or default under such Lease that will not be cured if the commencement of Sellers are able to secure the Chapter 11 CasesRequired Consents, the Leases are or (3) otherwise will not cause such Lease to cease to be in full force and effecteffect on substantially identical terms following the Effective Time, subject to any modifications thereto that may be required under the terms of the Required Consents; and
(2) no security deposit or portion thereof deposited under such Lease has been applied in respect of a breach or default under such Lease which has not (1) if and as required by the applicable landlord, been redeposited in full or (2) been disclosed to Purchasers in writing.
(cvii) As Other than in connection with the transactions contemplated by this Agreement, there is not now pending nor, to each the Knowledge of Sellers, contemplated, any special or extraordinary reassessment of any parcel included in the Real Property that would result in a material change in the Taxes, assessments, rent, additional rent or other sums and charges payable under any agreement to which Sellers or any of their respective Affiliates are a party relating to the Leased Real Property: (i) Group Company has received written notice . There are no public improvements in progress or, to the Knowledge of Sellers, proposed, that will result in material special assessments against any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(eviii) With To the Knowledge of the Sellers, none of the Sellers nor any of their respective Affiliates has received any written notice that remains pending or unresolved of (A) any violation in any material respect to of any zoning or building codes or ordinances, orders or regulations in connection with the “Tenant Retained Parcel” (as defined in ownership, use, operation or maintenance of the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion NoticeLeased Real Property, (iiB) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effectany pending or threatened condemnation proceeding, (iii) as litigation or administrative action relating to any of the date hereof, except as set forth Leased Real Property and (C) any proceeding initiated by or on Section 3.12(e) behalf of Sellers to change or redefine the zoning or land use classification or all or any portion of any of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredLeased Real Property.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (ai) Section 3.12(aHolding does not lease any real property. Schedule 3.13(b) sets forth all leases ("Real Property Leases") pursuant to which Facilities are leased by the AAC Companies (as lessee), true and correct copies of which have been delivered to Investors. Such Real Property Leases constitute all leases, subleases or other occupancy agreements pursuant to which the AAC Companies occupy or use such Facilities. The AAC Companies have a good and valid leasehold interest in all leased property described in such Real Property Leases (the "Leased Real Property"), free and clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the termination of the Disclosure Schedule sets forth a true, correct and complete list lease therefor by the lessor. With respect to each such parcel of all Leased Real Properties. As Property (A) to each the Knowledge of the AAC Companies, there are no pending or threatened condemnation proceedings or Actions relating to such Leased Real Property, Sellers warrants (B) neither the following is true and correct: (i) AAC Companies nor, to the Group Companies have not leased Knowledge of the AAC Companies, any third party has entered into any sublease, license, option, right, concession or otherwise granted other agreement or arrangement, written or oral, granting to any Person (other than the AAC Companies) the right to use or occupy such Leased Real Property or any portion thereof; thereof or interest therein (iiC) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire none of Holding or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company AAC Companies has received written notice of any eminent domainpending or, condemnationto the Knowledge of the AAC Companies, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected special assessment relating to adversely affect in any material respect the use or occupancy of such Leased Real Property or and (D) the operations AAC Companies enjoy peaceful and undisturbed possession of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(eii) With respect to the “Tenant Retained Parcel” (as defined each such Real Property Lease listed in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion NoticeSchedule 3.13(b), (iiA) there is no material default under any such Real Property Lease by the Company’s Repurchase Right and Tenant ROFO (each as defined in AAC Companies or, to the Master Lease) remains in full force and effectKnowledge of the AAC Companies, by any other party thereto, (iii) as of the date hereofB), except as set forth on Section 3.12(e) in Schedule 3.4, the execution, delivery and performance of this Agreement and the consummation of the Disclosure Scheduletransactions contemplated hereby will not cause a material default under any such Real Property Lease, there (C) each such Real Property Lease is a valid and binding obligation of the AAC Companies, is in full force and effect with respect to the AAC Companies and is enforceable against the AAC Companies in accordance with its terms, except as the enforceability thereof may be limited by (1) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors' rights generally or (2) general principles of equity, whether considered in a proceeding at law or in equity, (D) no TRP Sublease action has been taken by Holding or the AAC Companies and, to the Knowledge of the AAC Companies no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than the AAC Companies, without the consent of the AAC Companies, under any such Real Property Lease that is material to the AAC Companies, (E) to the Knowledge of the AAC Companies, no party has repudiated in writing any material term thereof or threatened in writing to terminate, cancel or not renew any such Real Property Lease that is material to the AAC Companies and (F), except as defined set forth in Schedule 3.13(b), the Master LeaseAAC Companies have not assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Contribution and Securities Purchase Agreement (Asset Acceptance Capital Corp)
Leased Real Property. (a) Section 3.12(aSchedule 2.25 sets forth a complete list of all leases, written or oral, of each parcel of real property leased by Seller (or any Affiliate of Seller) and used in or necessary for the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents in connection therewith) (the “Leased Real Property”), including the name of the lessor and lessee, the address of each parcel of real property leased thereunder, and all subleases, licenses and other agreements with respect thereto (individually, a “Lease” and collectively, the “Leases”). Seller has not subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property under any Lease or any portion thereof on the Leased Property. All structures, improvements, fixtures, building systems and equipment, and all components thereof, are in good operating condition and are fit for the use intended. Each of the Leases is in full force and effect and constitutes a valid and binding agreement of Seller and the other parties thereto in accordance with their respective terms. Neither Seller nor any other party to a Lease is in default under any Lease, nor has Seller or any other party to a Lease received notice (written or oral) of the Disclosure Schedule sets forth current existence of any event which with notice or lapse of time or both would constitute a default under such Lease by a Seller or by the other parties thereto, and no such event currently exists. Seller has not received notice (written or oral) that any party to any of the Leases intends to cancel, terminate or refuse to renew the same or to exercise or decline to exercise any option or other right thereunder. As of the date hereof, no party to the Leases has repudiated any provision thereof. All Leased Real Property and all improvements located thereon are in material compliance with all applicable Laws, and Seller has not received notice (written or oral) of any currently threatened or pending Actions in effect as to the Leases or the Leased Real Property, and to the Knowledge of Seller, no Action is currently in effect or threatened with respect to the Leases or the Leased Real Property, including without limitation, any condemnation or similar proceeding, special assessment or change in zoning. Seller has not granted or suffered to exist any Encumbrance in any Lease or affecting any Leased Real Property. All facilities leased or subleased under a Lease have received all governmental permits required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws. All facilities leased or subleased under a Lease are supplied with utilities and other services sufficient for the operation of said facilities as such facilities are presently operated. Seller has made available to Purchaser true, correct and complete list copies of all Leases, tenant estoppels, subordination non-disturbance agreements, title insurance policies and surveys, and any and all amendments, modifications or extensions thereof, relating to or affecting the Leased Real PropertiesProperty to the extent the foregoing are in the Seller’s possession or control. As to each such Leased Real PropertySeller is not a party to, Sellers warrants the following nor is true and correct: (i) the Group Companies have not leased obligated under any option, right of first refusal or otherwise granted to any Person the other contractual right to use sell, grant, dispose of or occupy such lease any of the Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject thereof or interest therein to ordinary wear and tear, and no Leased Real Property has suffered a fire or any Person other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereofthan Purchaser. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there There are no options consents necessary to assign any Lease to Purchaser and such assignment shall not trigger any recapture right, termination right or rights similar right of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company a landlord under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectLease.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Credit Agreement (Stock Building Supply Holdings, Inc.)
Leased Real Property. (a) Section 3.12(a) The Company and the Subsidiaries do not own any real property. Schedule 2.9 contains a list and brief description of all of the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As real property subject to each such one or more leases (the "Leased Real Property"), Sellers warrants including the following is true names of the lessor and correct: (i) the Group Companies have not leased or otherwise granted to any Person lessee. Except as stated in Schedule 2.9, the right to use or occupy such Leased Real Property constitutes all real properties used or any portion thereof; (ii) each Leased Real Property is occupied by the Company and the Subsidiaries in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently usedconnection with the Business.
(b) Section 3.12(bExcept as set forth on Schedule 2.9, with respect to the Leased Real Property:
(i) to the Best Knowledge of the Disclosure Schedules includes a trueCompany, correct no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the actual knowledge of the Company, there is no threatened condemnation or Proceeding with respect thereto;
(ii) to the Best Knowledge of the Company, all buildings and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each structures located on the Leased Real Property, except as disclosed well as the operation and maintenance thereof, comply in Section 3.12(b) of the Disclosure Schedules all material respects with all applicable Legal Requirements;
(iiii) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered notice of any increase in any material respect any interest in such leasehold interest, and there are no options or rights the assessed valuation of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject and no notice of any contemplated special assessment has been received by the Company, or any Affiliate thereof and, to the applicable Leaseactual knowledge of the Company, there is no existing monetary default threatened increase in assessed valuation or material non-monetary default (beyond applicable notice and cure periods) on threatened special assessment pertaining to any of the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and Leased Real Property;
(iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs)there are no contracts, and except as a result of the commencement of the Chapter 11 Casesagreements, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domaininstruments, condemnationlicenses, commitments, leases or similar taking proceedingsdocument, and no such proceedings are threatened in writing; and (ii) no Group written or oral, to which the Company has received written notice that or any Affiliate thereof is a party, granting to any one or more Persons the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act right of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such any portion of the parcels of the Leased Real Property Property; and
(v) there are no Persons (other than the Company or the operations its lessees disclosed pursuant to clause (iv) above) in possession of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Note Purchase Agreement (Cardiotech International Inc)
Leased Real Property. Other than the Denric Tool Property and -------------------- as set forth in Schedule 3.13, Company does not own or occupy any real property. Schedule 3.13 lists the leases currently in effect with respect to the real property used or occupied by Company other than the Denric Tool Property (a) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such "Leased Real Property"). Schedule 3.13 also sets forth, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted with respect to any Person the right to use or occupy such each parcel of Leased Real Property or leased pursuant to any portion thereof; (ii) oral lease arrangement, the material terms of each such oral lease. To Management's Knowledge, there are now in full force and effect duly issued certificates of occupancy permitting the Leased Real Property and improvements located thereon to be legally used and occupied as the same are now constituted. To Management's Knowledge, there is in good operating condition and repair in all material respects, subject to ordinary wear and tear, no claim of adverse possession or prescriptive rights involving any of the Leased Real Property and no basis exists for any such claim. No public improvements have been commenced and, to Management's Knowledge, none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property. Except as set forth on Schedule 3.12, to Management's Knowledge, no portion of any of the Leased Real Property has suffered been used as a fire landfill or for storage or landfill of Hazardous Materials (other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, than Hazardous Materials which are used in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) ordinary course of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together Business in accordance with any amendments, or modifications thereto or guaranties thereofthe Environmental Laws). As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable LeaseTo Management's Knowledge, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice Order requiring repair, alteration, or correction of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements existing condition affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations systems or improvements thereat, (ii) condition or defect which could give rise to an Order of the Business thereon.
sort referred to in "(di)" above, or (iii) No Group Company has given underground storage tanks, or received any written default notice (excluding structural, mechanical, or other defects of material significance affecting any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations systems or improvements thereat (including, but not limited to, inadequacy for normal use of mechanical systems or disposal or water systems at or serving the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property).
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Stock Purchase Agreement (Wec Co)
Leased Real Property. The real estate leased by Seller pursuant to -------------------- the Real Property Leases (the "Leased Real Property") is the only real estate leased by Seller that is used by the Division. To the best of Seller's knowledge, (a) Section 3.12(a) each of the Disclosure Schedule sets forth a trueReal Property Leases, correct true and complete list copies of all Leased which have been made available to Buyers, are valid and binding and in full force and effect as of the date of this Agreement, (b) except as set forth on Schedule 6.9(b) hereto, Seller is not in material default under any of the Real Properties. As Property Leases, (c) except as set forth on Schedule 6.9(c) hereto, no Real Property Lease requires the consent of any third party to each such Leased Real Propertyits assignment in connection with consummation of the Transaction, Sellers warrants the following is true and correct: (id) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each and the systems and fixtures located in the Leased Real Property for which Seller, as tenant, is responsible to maintain and repair are in good operating condition and repair in all material respectsrespects in light of their respective ages, subject to ordinary wear and teartear excepted (e) there are no outstanding construction or mechanic's liens or rights to claim a construction or mechanic's lien in favor of any contractor, and no materialman or laborer or any other person in connection with the Leased Real Property has suffered a fire or for which Seller, as tenant, is responsible other casualty than ones that has not been fully repaired and restored, are reflected on the Closing Balance Sheet and (iiif) each the roof of the Leased Real Property (includinglocated at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, without limitation▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, utilities serving such ▇▇, is in good condition and will not need replacement during the original term of said lease. Seller has not received any written notice that the structures, improvements, systems and fixtures located on or in the Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered Property do not comply in any material respect with any interest in such leasehold interestapplicable laws, ordinances, rules and there are no options regulations of any Governmental Agencies. Seller has not received any written notice of any pending or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material threatened condemnation proceedings relating to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of Property. Seller has not received any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act violation of 1990any occupancy permit held by Seller, as amendedtenant, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect connection with the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Apw LTD)
Leased Real Property. (ai) Section 3.12(a▇▇▇▇▇▇ ▇▇▇▇ owns no real property.
(ii) of the Disclosure Attached as Schedule sets forth 3.1 (t)(ii)(A) is a true, correct and complete list of all leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (the "Leases") for ------ real property (the "Leased Real PropertiesProperty") to which ▇▇▇▇▇▇ ▇▇▇▇ is (or --------------- shall be as of the Closing Date) the "tenant", "subtenant" or other lessee party. As ▇▇▇▇▇▇ ▇▇▇▇ has a good and valid leasehold interest in and to each all of the Leased Property, subject to no Liens, encroachments, encumbrances or other defects in title (collectively, "Encumbrances") except as described in such Schedule and except as ------------ would not materially adversely affect the use, possession or marketability of such Leased Real Property. To Seller's Knowledge, Sellers warrants each Lease is in full force and effect and is enforceable in accordance with its terms. To Seller's Knowledge, there exists no default or condition which, with the following is giving of notice, the passage of time or both, could become a default under any Lease. Seller has previously delivered to Buyer true and correct: complete copies of all the Leases. Except as described on Schedule 3.1(t)(ii)(B), no consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby.
(iiii) The Leased Property constitutes all of the Group Companies have not real property owned, leased or otherwise granted to occupied in connection with the Business. Other than ▇▇▇▇▇▇ ▇▇▇▇, except as set forth in Schedule 3.1(t)(iii) (the "Subleases"), there are no parties in possession --------- or parties having any Person the current or future right to use occupy any of the Leased Property. Each Sublease is in full force and effect and is enforceable in accordance with its terms. To Sellers Knowledge, there exists no default or occupy such condition which, with the giving of notice, the passage of time or both, could become a default under any Sublease. Seller has previously delivered to Buyer true and complete copies of all the Subleases. No consent, waiver, approval or authorization is required from the subtenant under any Sublease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. The Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair and is sufficient and appropriate for the conduct of the Business. All improvements located on the Leased Property have direct access to a public road adjoining such Leased Property. No such improvements or accessways encroach on land not included in all material respects, subject to ordinary wear and tear, the Leased Property and no Leased Real Property has suffered a fire such improvement is dependent for its access, operation or utility on any land, building or other casualty that has improvement not been fully repaired and restoredincluded in the Leased Property. There is no pending or, and (iii) each to Seller's Knowledge, any threatened condemnation proceeding affecting any portion of the Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(biv) Section 3.12(b) of the Disclosure Schedules includes a trueTo Sellers' Knowledge, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no outstanding options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision purchase or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as use of any of the date hereofLeased Property, except as set forth on Section 3.12(e) of the Disclosure Scheduleany portion thereof or interest therein. To Seller's Knowledge, there ▇▇▇▇▇▇ ▇▇▇▇ is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own obligated to purchase or lease any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) Schedule 4.16 of the Sellers’ Disclosure Schedule Letter sets forth a trueforth, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a truedate of the Original Agreement, correct and complete list of all Leases to which any Group Company is a party as lessee, each real property lease (together with any amendments, modifications, supplements, guarantees and renewals thereto, each, a “Lease”) to which the Company or modifications thereto any of its Subsidiaries is party, and the street address of each parcel of real property which is leased by the Company or guaranties thereof. As any of its Subsidiaries as lessee together with the identity of the lessee of such real property (all such real property being hereinafter collectively referred to each as the “Leased Real Property, except as disclosed in Section 3.12(b) ”). Each identified lessee of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights parcel of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice has a valid and cure periods) on the part of any Group Company enforceable leasehold interest under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; which it is a party, free and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction clear of all applicable Cure Costs)Encumbrances, and except as a result of the commencement of the Chapter 11 Cases, the for Permitted Encumbrances. All Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group , and neither the Company nor any of its Subsidiaries has received any written notice of any eminent domaindefault or event that, with notice or lapse of time, or both, would constitute a default by the identified lessee under any Lease, or would result in the creation of any Encumbrance, except for Permitted Encumbrances, thereunder or pursuant thereto. The Leased Real Property constitutes all of the real property used, leased or otherwise occupied by the Company and its Subsidiaries to operate its Business. To the Knowledge of the Company, there are no condemnation, eminent domain or similar taking proceedings, and no such compulsory purchase proceedings are or claims pending or threatened in writing; and (ii) no Group Company has received written notice that with respect to any portion of the Leased Real Property is not in compliance with applicable buildingProperty. Prior to the date of the Original Agreement, zoningtrue, subdivision, health correct and safety and other land use laws, including The Americans with Disabilities Act complete copies of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that each Lease have been cured, except in each case as would not reasonably be expected made available to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) Purchaser. No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein Lease has been cured amended or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, modified except as set forth on Section 3.12(e) Schedule 4.16 of the Sellers’ Disclosure ScheduleLetter. Except as set forth on Schedule 4.16 of the Sellers’ Disclosure Letter, neither of the Company nor its Subsidiaries has subleased any of the Leased Real Property, and, to the Knowledge of the Company, there are no other Persons occupying or having any current or future right to occupy any part of the Leased Real Property during the term of each of the Leases. There are no leasing or other fees or commissions due in connection with any Lease or any renewal or extension or expansion of any Lease that will be binding on Purchaser or any of its Affiliates or Representatives after the Closing, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases. No security or other deposits made by the Company or any Subsidiary under any Lease has been applied towards the obligations of such party in accordance with such Lease and no security or other deposit is no TRP Sublease (as defined in the Master form of a letter of credit or any other form other than cash. No counterparty to any Lease has made a request for payment or performance by any guarantor to such Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hyatt Hotels Corp)
Leased Real Property. (a) Section 3.12(a3.13(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correctlists: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such street address of each parcel of Leased Real Property or any portion thereof; Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restoredProperty, and (iii) the rental payment amounts (including all escalations) pertaining to each Leased Real Property (including, without limitation, utilities serving such parcel of Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) To the Knowledge of the Disclosure Schedules includes a trueSellers, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each no improvements on the Leased Real Property, except as disclosed in Section 3.12(b) Property and none of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered current uses and conditions thereof violate in any material respect any interest in such leasehold interestEncumbrance, and applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and, to the Knowledge of the Sellers, there are no options does not exist any condition at the Leased Real Property which has had or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not could reasonably be expected to be material have a Material Adverse Effect. To the Knowledge of the Sellers, no Permits pertaining to the Leased Real Property subject to the applicable Lease, there is no existing monetary default ownership or material non-monetary default (beyond applicable notice and cure periods) operation of all improvements on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect those which are transferable with the use or occupancy of such Leased Real Property or Property, are required by any Governmental Authority having jurisdiction over the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(ec) With respect All rent and other amounts due and payable pursuant to any lease relating to the Leased Real Property (the “Tenant Retained Parcel” Real Property Leases”) have been paid through the Closing Date.
(as defined in d) To the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as Knowledge of the date hereofSellers, except as set forth on no other party to any Real Property Lease and any and all ancillary documents related thereto is in breach thereof or default thereunder, and there are no material disputes pending or threatened under any Real Property Lease. The Sellers have not received any written notice of termination, cancellation, breach or default under any Real Property Lease. The Sellers have made available to the Purchaser true and complete copies of all Real Property Leases. The Real Property Leases are listed in Section 3.12(e3.13(d) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) All of the Disclosure real property leased by -------------------- SQLBench, as tenant or lessee, is identified on Schedule sets forth a true, correct and complete list of all 2.6(b) hereto --------------- (collectively referred to herein as the "Leased Real PropertiesProperty"). As The Stockholders hereby make the following representations and warranties with respect to each such the Leased Real Property:
(i) SQLBench holds a good, clear, marketable, valid and enforceable leasehold interest in the Leased Real Property;
(ii) None of the Sellers is aware of any material defects in the physical condition of any improvements constituting a part of the Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving structural elements, mechanical systems, roofs or parking and loading areas, and, to the knowledge of the Sellers, all of such Leased improvements are in reasonable operating condition and repair, have been maintained in accordance with past practice and are free from material infestation by rodents or insects;
(iii) The copies of the lease (the "Lease") for the Lease Real PropertyProperty delivered by SQLBench to Buyer is complete, accurate, true and correct;
(iv) isThe Lease is in full force and effect and has not been modified, amended, or altered, in all material respects, adequate for the business operations as currently used.writing or otherwise;
(bv) Section 3.12(b) All obligations of the Disclosure Schedules includes a truelandlord or lessor under the Lease which have accrued have been performed, correct and complete list to the best of all Leases to the knowledge of the Stockholders, no landlord or lessor is in default under the Lease;
(vi) All obligations of SQLBench under the Lease which any Group Company have accrued have been performed, and SQLBench is a party as lesseenot in default under the Lease, together and no circumstance presently exists which, with any amendmentsnotice or the passage of time, or modifications thereto both, would give rise to a default by SQLBench; and
(vii) SQLBench has obtained or guaranties thereof. As will obtain prior to each Leased Real Property, except as disclosed in Section 3.12(b) the Closing the consent of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, landlord or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights lessor under the Lease whose consent is required to the transfer of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunderBuyer, and no Group Company has received written notice from such transfer will not give the landlord or lessor under the Lease any landlord thereunder of remedy, including, without limitation, any default that remains uncured or any event or circumstance that with the passage of time would become right to declare a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of under the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectLease.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) Schedule 4.16 of the Sellers’ Disclosure Schedule Letter sets forth a trueforth, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a truedate hereof, correct and complete list of all Leases to which any Group Company is a party as lessee, each real property lease (together with any amendments, modifications, supplements, guarantees and renewals thereto, each, a “Lease”) to which the Company or modifications thereto any of its Subsidiaries is party, and the street address of each parcel of real property which is leased by the Company or guaranties thereof. As any of its Subsidiaries as lessee together with the identity of the lessee of such real property (all such real property being hereinafter collectively referred to each as the “Leased Real Property, except as disclosed in Section 3.12(b) ”). Each identified lessee of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights parcel of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice has a valid and cure periods) on the part of any Group Company enforceable leasehold interest under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; which it is a party, free and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction clear of all applicable Cure Costs)Encumbrances, and except as a result of the commencement of the Chapter 11 Cases, the for Permitted Encumbrances. All Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group , and neither the Company nor any of its Subsidiaries has received any written notice of any eminent domaindefault or event that, with notice or lapse of time, or both, would constitute a default by the identified lessee under any Lease, or would result in the creation of any Encumbrance, except for Permitted Encumbrances, thereunder or pursuant thereto. The Leased Real Property constitutes all of the real property used, leased or otherwise occupied by the Company and its Subsidiaries to operate its Business. To the Knowledge of the Company, there are no condemnation, eminent domain or similar taking proceedings, and no such compulsory purchase proceedings are or claims pending or threatened in writing; and (ii) no Group Company has received written notice that with respect to any portion of the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected . Prior to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, true, correct and complete copies of each Lease have been made available to the Purchaser. No Lease has been amended or modified except as set forth on Section 3.12(e) Schedule 4.16 of the Sellers’ Disclosure ScheduleLetter. Except as set forth on Schedule 4.16 of the Sellers’ Disclosure Letter, neither of the Company nor its Subsidiaries has subleased any of the Leased Real Property, and, to the Knowledge of the Company, there are no other Persons occupying or having any current or future right to occupy any part of the Leased Real Property during the term of each of the Leases. There are no leasing or other fees or commissions due in connection with any Lease or any renewal or extension or expansion of any Lease that will be binding on Purchaser or any of its Affiliates or Representatives after the Closing, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases. No security or other deposits made by the Company or any Subsidiary under any Lease has been applied towards the obligations of such party in accordance with such Lease and no security or other deposit is no TRP Sublease (as defined in the Master form of a letter of credit or any other form other than cash. No counterparty to any Lease has made a request for payment or performance by any guarantor to such Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hyatt Hotels Corp)
Leased Real Property. (a) Section 3.12(aExcept for the Real Property Leases, the Corporation is not party to any agreement, option, or right to own or lease, any real property or any interest in any real property.
(b) Schedule 4.21 sets out all real property leases, subleases, license agreements or other similar agreements under which the Corporation leases any real property (the "Real Property Leases"), including all assignments and amendments thereto and the municipal addresses and legal land descriptions of the Disclosure Schedule sets forth a true, correct Premises. True and complete list copies of all Leased the Real Properties. As Property Leases have been provided to each such Leased Real Propertythe Subscriber.
(c) Except as set forth in Schedule 4.21, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property Leases are valid, legally binding, enforceable and in full force and effect and the Corporation is not in breach of or default, in any portion thereofmaterial respect, under any of the Real Property Leases, nor, to the knowledge of the Shareholders, is any counterparty to the Real Property Leases in breach or default, in any material respect, thereunder; (ii) each Leased there are no disputes between the Corporation and any third parties under any of the Real Property Leases, nor has any third party repudiated, terminated or threatened to terminate any of the Real Property Leases; and (iii) the terms and conditions of the Real Property Leases will not be affected by the completion of the Transaction.
(d) Other than the Edmonton Rent Arrears, all rental and other payments and other material obligations required to be paid and performed by the Corporation pursuant to the Real Property Leases have been performed and duly paid. All tenant's work to be performed in accordance with each Premises has been completed, and all material deficiencies (if any) which any landlord has brought to the Corporation's attention, have been corrected.
(e) Except as set forth in Schedule 4.21, the Corporation has not sublet, assigned, licensed or otherwise conveyed any rights or interest in the Premises or the Real Property Leases to any Person.
(f) The current use of the Premises by the Corporation complies with applicable Laws in all material respects. The Premises are reasonably adequate for the purpose for which it is presently used by the Corporation, and the Corporation has reasonably adequate rights of ingress and egress thereto for the operation of the Business in the Ordinary Course.
(g) To the knowledge of the Shareholders, there are no existing, proposed or threatened expropriation proceedings that would result in the taking of all or any part of the Premises or that would adversely affect the current use of the Premises or any part of them.
(a) Except for reasonable wear and tear, the Premises are in good operating condition and repair in all material respectsa state of good maintenance and repair, subject to ordinary wear having regard for their age and tearcharacter, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, are reasonably adequate for the business operations as purposes for which they are currently being used.
(b) Section 3.12(b) . To the knowledge of the Disclosure Schedules includes a trueShareholders, correct and complete list none of all Leases to such buildings, structures, improvements or appurtenances within which the Premises are situated, nor the operating or maintenance thereof, violates any Group Company is a party as lessee, together with restrictive covenant or any amendmentsprovision of any applicable Law, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in encroaches on any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed property owned by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectPersons.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a1) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b6(f)(1) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each describes the leased real property included in the Acquired Assets (the “Leased Real Property, except as disclosed ”) and each lease in Section 3.12(beffect with respect thereto (the “Leases”). Schedule 6(f)(1) of the Disclosure Schedules lists all of the Leases for the Stores and the information set forth thereon accurately summarizes the terms and conditions currently in effect for all such Leases. With respect to each of the Leases (a true, complete and accurate copy of which has been provided to Buyer):
(i) it is a valid and binding obligation of Sellers and, to the knowledge of Sellers, each other party to such Lease, enforceable and in full force and effect;
(ii) neither Sellers nor, to the knowledge of Sellers, any other party to the Lease is in breach or default thereof, and to Sellers’ knowledge no Group Company event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder, and no written claim and, to Sellers’ knowledge, no oral claim has been made by any other party to such Lease alleging that Sellers are in breach of default thereunder;
(iii) Sellers have not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any material respect any interest in the leasehold or subleasehold of such leasehold interestLease;
(iv) There is no Security Interest, and there are no options easement, covenant or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material other restriction applicable to the Leased Real Property subject to the applicable such Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on except for such as have been created by the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry terms of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), Lease and except as a result of the commencement of the Chapter 11 Casesfor recorded easements, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety covenants and other land use laws, including The Americans with Disabilities Act restrictions which do not materially impair the current uses or the occupancy of 1990, as amended, and all insurance requirements affecting Sellers of such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.;
(dv) No Group Company There are no outstanding or threatened requirements by any insurance company that has given or received any written default notice (excluding any default notices as to which issued an insurance policy covering the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property., or by any board of fire underwriters or other body exercising similar functions, requiring any repairs or alterations to be done on the Leased Real Property;
(evi) With respect to the “Tenant Retained Parcel” To Sellers knowledge, there are no Hazardous Materials (as defined in the Master Lease): (iCross Option Agreement) on or under the Company has Leased Real Property and Sellers have not completed deposited any Hazardous Materials on or under the Subdivision Leased Real Property nor have Sellers transported to or delivered a Subdivision Completion Noticefrom the Leased Real Property or used, (ii) generated, manufactured, stored or disposed of any Hazardous Materials on or under the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease)Leased Real Property; (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.and
(fvii) Neither Sellers nor have obtained, or will obtain prior to the Purchased Entities own any real propertyClosing Date, all material required consents to assign and validly transfer the Leases to Buyer.
Appears in 1 contract
Sources: Assets Purchase Agreement (Papa Johns International Inc)
Leased Real Property. To the Knowledge of Seller, true and correct copies of all leases and licenses (aeach a “Material Real Property Lease”) of real property (such real property, the “Leased Real Property”) pursuant to which Seller, with respect to the Business, or a Company Entity, is a lessee or licensee as of the Execution Date have been made available to Buyer prior to the Execution Date, together with all amendments and modifications thereto entered into prior to the Execution Date and a list of which is included in Section 3.12(a3.8(b)(i) of the Seller Disclosure Schedule sets Schedule. Each Material Real Property Lease is (or, when transferred in accordance with its terms and subject to any conditions set forth therein, will be) valid and binding on the Company Entity party thereto, enforceable in accordance with its terms (subject to proper authorization and execution of such Material Real Property Lease by the other party thereto and subject to the Remedies Exception), except as would not have a trueMaterial Adverse Effect. Each Company Entity has (or, correct when a Material Real Property Lease is transferred in accordance with its terms and complete list of all Leased Real Properties. As subject to each such any conditions set forth therein, will have) a valid leasehold relating to the Leased Real Property, Sellers warrants the following is true free and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list clear of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real PropertyLiens, except for Permitted Liens. Except as disclosed in Section 3.12(b3.8(b)(ii) of the Seller Disclosure Schedules (i) no Group Company has assignedSchedule, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Knowledge of Seller, no Company Entity has received a written notice of default under any Material Real Property subject to Lease beyond the applicable Lease, there is no existing monetary default or material non-monetary default (beyond expiration of applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company . Seller has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that complied in all material respects with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction terms of all applicable Cure Costs), and except as a result leases of the commencement of the Chapter 11 Cases, the Leases Leased Real Property and all such leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnationenforceable in accordance with their terms against Seller and, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in Knowledge of Seller, the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredcounterparties thereto.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Clearwater Paper Corp)
Leased Real Property. (a) Section 3.12(aSchedule 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 Disclosure 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 sets 3.16(b) as being leased by it, and except as set forth a 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 list copies of all Leased Real Properties. As to the leases for each such 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, Sellers warrants or, to the following 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 true and correct: (i) no pending, or, to the Group Companies have not leased knowledge of the Seller, threatened, condemnation, eminent domain or otherwise granted similar proceeding with respect to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, improvements or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business fixtures thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such 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 operations buildings upon the Leased Real Property without any required consent of the Business thereon) under any declaration of covenantslessor, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the without compliance with all applicable Leased Real Propertylaw.
(e) With respect 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 the Seller immediately prior to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has Closing. The Seller shall 18 <PAGE> not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as enter into any agreement affecting use and/or occupancy of the date hereof, except as set forth on Section 3.12(e) Leased Real Property which would be binding upon or otherwise adversely affect Purchaser after Closing. All sums due to the lessor shall be fully paid by Seller to the end of the Disclosure Schedule, there is no TRP Sublease (as defined in payment period immediately preceding the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredClosing Date.
(f) Neither Sellers the Seller nor any of its Affiliates owns any of the Purchased Entities own any real propertyLeased Real Property.
Appears in 1 contract
Sources: Asset Purchase Agreement
Leased Real Property. (a) Section 3.12(a) All of the real property leased by the Acquired Companies, as tenant or lessee, is identified on Part 3.10 to the Disclosure Schedule sets forth a true, correct and complete list of all Letter (collectively referred to herein as the "Leased Real PropertiesProperty"). As Sellers hereby make the following representations and warranties (except as set forth in Part 3.10 to each such the Disclosure Letter) with respect to the Leased Real Property:
(i) The Acquired Companies hold a valid and enforceable leasehold interest in the Leased Real Property, Sellers warrants the following which leasehold interest is true and correct: (i) the Group Companies have not leased or otherwise granted subject to any Person mortgage, pledge, lien, conditional sale agreement, security agreement, Encumbrance or other charge except for liens for Taxes not yet due and payable and such imperfections of title and Encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the right to value, or interfere with the present or proposed use of the property subject thereto or occupy such Leased Real Property or any portion thereof; affected thereby;
(ii) each To the Seller's knowledge, there are no material defects in the physical condition of any material improvements constituting a part of the Leased Real Property is Property, including, without limitation, structural elements, mechanical systems, roofs or parking and loading areas, and all of such material improvements are in good operating condition and repair in all repair, have been well maintained and are free from material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire infestation by rodents or other casualty that has not been fully repaired and restored, and insects;
(iii) each Leased Real Property The copy of the lease (including, without limitation, utilities serving such Leased Real Propertyand amendments thereto) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) portion of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there which is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice leased from any landlord thereunder of any default that remains uncured or any event or circumstance that with Person other than a Lessor (as defined in Section 2.4(a)(ix), (the passage of time would become a default that remains uncured; and (iii"Third Party Lease") a delivered by Sellers to Buyer is complete, accurate, true and correct copy of each Lease has been provided to Buyer; and correct;
(iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are The Third Party Lease is in full force and effect.effect and has not been modified, amended, or altered, in writing or otherwise;
(cv) As All material obligations of the landlord or lessor under the Third Party Lease which have accrued have been performed, and to each Leased Real Property: the best of the knowledge of Sellers, no landlord or lessor is in material default under the Third Party Lease; and
(ivi) Group Company has received written notice All material obligations of any eminent domain, condemnation, or similar taking proceedingsthe Acquired Companies under the Third Party Lease which have accrued have been performed, and no such proceedings are threatened Acquired Company is in writing; and (ii) default under the Third Party Lease, and, to the Knowledge of the Sellers, no Group Company has received written circumstance presently exists which, with notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations passage of time, or both, would give rise to a default under the Third Party Lease by any of the Business thereonAcquired Companies.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a5.11(a) of the Seller Disclosure Schedule sets forth a true, correct an accurate and complete list description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all Leased Real Propertiesthe real property that is currently leased by Seller or the Subsidiary used for the purpose of the Transferred Business, together with an indication as to whether each leased real property is contemplated to transfer to Newco. The leased real property which are contemplated to transfer to Newco shall be referred to as “Transferred Sites”. As to each such Leased Real Propertyof the date of this Agreement, Sellers warrants Seller or the following is true Subsidiary has sole and correct: (i) the Group Companies have not leased or otherwise granted to any Person the complete right to occupy and use the Transferred Sites free and clear of all Encumbrances. Seller has made available to Buyer complete and correct copies of the leases in effect as of the date hereof relating to the Transferred Sites, including all amendments, modifications, notices or occupy such Leased Real Property or any portion thereof; (ii) memoranda of lease thereto. To Seller’s Knowledge, each Leased Real Property of the leases for the Transferred Sites is enforceable against each party to the lease, and is in good operating condition full force and repair in all material respects, subject effect and will continue to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that be so on identical terms following the consummation of the contemplated transactions. There has not been fully repaired and restoredany written or oral sublease, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, occupancy or assignment entered into by Seller or Subsidiary in all respect of its Transferred Sites. Neither Seller nor the Subsidiary is in default of any material respects, adequate provision of any leases for the business operations as currently usedTransferred Sites.
(b) Section 3.12(b) As of the Disclosure Schedules includes a trueClosing Date, correct and complete list of all Leases for the Transferred Sites where the lessor has consented to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) the assignment of the Disclosure Schedules lease or a sub-lease (ias the case may be) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry Newco of the Sale Order leased premises, Newco will have a complete right to occupy and any other applicable Order necessary to consummate use the transactions contemplated by this Agreement Transferred Sites free and the other Transaction Documents and the assumption by Buyer clear of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectEncumbrances.
(c) As to each Leased Real Property: There has not been any written or oral sublease or assignment entered into by Newco in respect of the Transferred Sites or the Alternate Site (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that as the Leased Real Property case may be). Newco is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act default of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect provision of any leases for the use or occupancy of such Leased Real Property Transferred Sites or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” Alternate Site (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Leasecase may be); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Stock Purchase Agreement (Internet Initiative Japan Inc)
Leased Real Property. (a) Section 3.12(a) The Seller has provided to Buyer a true and complete copy of the Disclosure Schedule sets forth a true, correct and complete list of all Mineral Lease Agreement for the Leased Real PropertiesProperty and all amendments thereto. As With respect to each such the Leased Real Property, Sellers warrants the following is true and correct: (iA) the Group Companies have not leased Seller has good and marketable leasehold title to the properties specified in the Mineral Lease Agreement, free and clear of all liens, encumbrances, easements and restrictive covenants as of the Closing Date, other than Permitted Encumbrances; (B) the Mineral Lease Agreement is legal, valid, binding, enforceable and in full force and effect; (C) neither the Seller nor, to Seller’s knowledge, any other party, to the Mineral Lease Agreement is in breach or otherwise granted default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Mineral Lease Agreement; (D) no party to the Mineral Lease Agreement has repudiated any Person the right to use or occupy such Leased Real Property or any portion provision thereof; (iiE) each Leased Real Property is there are no disputes, oral agreements or forbearance programs in good operating condition and repair in all material respectseffect as to the Mineral Lease Agreement, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that (F) the Seller has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any material respect any interest in such the leasehold interestthat will not be released on or before the Closing Date, other than Permitted Encumbrances; and (G) to Seller's knowledge, there are no options pending or rights of first offer threatened condemnation proceedings, lawsuits, or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material administrative actions relating to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. With respect to each Leased Real Property:
(ai) Section 3.12(a3.7(b) of the Seller Disclosure Schedule sets forth a true, correct an accurate and complete list list, including the description (by street address of the subject real property leased, as lessor or lessee), date, parties and term, of each lease, sublease, amendment, extension, renewal, guaranty, license, concession and other agreement (whether written or oral) (each a “Lease” and collectively, the “Leases”);
(ii) the Seller has made available to the Purchaser complete copies of the Leases in effect as of the date hereof (and in the case of any oral Lease, a written summary of the material terms of such Lease);
(iii) except as set forth on Section 3.7(b) of the Seller Disclosure Schedule, with respect to each Lease;
(A) each Lease is legal, valid, binding, enforceable in accordance with its terms and in full force and effect;
(B) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Properties. As Property and, to each Seller’s Knowledge, are the result of bona fide arms length negotiations between the parties;
(C) the current leasehold owner’s possession and quiet enjoyment of the Leased Real Property has not been disturbed;
(D) there are no disputes, no party thereto is in breach or default thereunder and, to Seller’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default (except for such breaches or defaults which would not have a Material Adverse Effect), or permit the termination, modification or acceleration of rent under such Lease;
(E) there is no option to purchase, right of first refusal, right of first offer, or other agreement granting any person or entity any right to acquire, sublease or use the Leased Real Property;
(F) to Seller’s Knowledge, Sellers warrants the following is true and correct: (i) the Group Companies have current leasehold owner has not leased assigned, transferred, sublet, or otherwise granted to any Person person the right to use or occupy such Leased Real Property or granted any portion thereofother security interest in such Lease or any interest therein; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.and
(bG) Except as disclosed on Section 3.12(b3.7(b) of the Seller Disclosure Schedules includes a trueSchedule, correct and complete list none of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectcapital leases.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (ai) Section 3.12(a) of All real property leased by MONY and used primarily to conduct the Disclosure Schedule sets forth a true, correct and complete list of all Business (the "Leased Real PropertiesProperty") is described on Schedule 3.04 hereto. As All leases currently in effect relating to each such the Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or all amendments and modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b(the "Leases") of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material all other Assigned and Assumed Contracts relating to the Leased Real Property subject are listed on Schedule 3.04 hereto. The information in Schedule 3.04 hereto is true and correct and includes all material information concerning the Leases and the Leased Real Property required by Schedule 3.04 hereto in substantially the form of Exhibit R hereto.
(ii) Except as described on Schedule 3.04 hereto, to MONY's knowledge, MONY is not in default under any of the material terms and provisions of any of the Leases and has not received any written notice of any such default.
(iii) There are no outstanding understandings or agreements which may vary the terms and provisions of the Leases.
(iv) MONY has only made alterations to the Leased Real Property in substantial compliance with the terms of the Leases and all applicable Leaselegal requirements.
(v) Except as described on Schedule 3.04 hereto, to MONY's knowledge, there is are no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) outstanding defaults on the part of any Group Company the landlord or lessor under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectLease.
(cvi) As Except as described on Schedule 3.04 hereto, MONY has not exercised any option to each Leased Real Property: (i) Group Company has received written notice extend the term of any eminent domain, condemnationLease, or similar taking proceedingsto terminate any Lease.
(vii) Except as described on Schedule 3.04 hereto, and no such proceedings are threatened in writing; and (ii) no Group Company MONY has received written notice that not entered into any subleases of the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in or granted any material respect the use licenses or occupancy of such Leased Real Property or rights with respect to the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(eviii) With respect to Schedule 3.04 contains a true, complete and correct list of all security deposits held by the “Tenant Retained Parcel” (as defined in lessors under the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) Leases as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(fix) Neither Sellers nor Except as described on Schedule 3.04 hereto, MONY has not granted or created any Liens or Encumbrances on the Purchased Entities own any real propertyLeased Real Property, including without limitation, leasehold mortgages of the Leased Real Property, except for Permitted Liens and Encumbrances.
(x) Except as described on Schedule 3.04 hereto, to the knowledge of MONY, the use and occupancy of the Leased Real Property by MONY is in compliance with all applicable laws, regulations, statutes, ordinances, judgments, decrees or orders including without limitation, those governing zoning, subdivision, land development access, erosion and drainage control, sewage collection and disposal, use, occupancy,
Appears in 1 contract
Sources: Asset Transfer and Acquisition Agreement (Mony Group Inc)
Leased Real Property. (a) The Go Cash Sellers do not own any real property, nor has any Go Cash Seller ever owned any real property.
(b) Section 3.12(a3.12(b) of the Seller Disclosure Schedule sets forth a true, correct an accurate and complete list description (by subject Leased Real Property, the date and term of the lease, sublease or other occupancy right, the name of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder) of all Leased Real PropertiesProperty. As The Go Cash Sellers have delivered or made available to each such the Purchaser accurate and complete copies of all leases, subleases and other Contracts to which the Go Cash Sellers are a party granting a right in or relating to the Leased Real Property and all Contracts and other documents to which the Go Cash Sellers are a party evidencing, creating or constituting Encumbrances upon or rights in the Leased Real Property.
(c) The Go Cash Sellers hold valid leasehold interests in the Leased Real Property, free and clear of any Encumbrances.
(d) Use of the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under applicable zoning Laws and is not subject to “permitted non‑conforming” use or structure classifications. To the Sellers’ Knowledge, all buildings, fixtures and other improvements, including the roof, foundation and floors and the heating, ventilation, air conditioning, mechanical, electrical and other building systems, located on the Leased Real Property (collectively, the “Improvements”) are in material compliance with all applicable Laws, including those pertaining to health and safety, zoning, building and the disabled. The Leased Real Property is supplied with utilities and other services necessary for the operation of the Business and each parcel of Leased Real Property abuts on and has direct vehicular access to an improved public road or access to an improved public road via a permanent, irrevocable appurtenant easement improved with a road benefiting the parcel of Leased Real Property.
(e) Except as set forth in Section 3.12(e) of the Seller Disclosure Schedule, no Person other than the Go Cash Sellers warrants is in possession of any portion of the following is true and correct: (iLeased Real Property. Except as set forth in Section 3.12(e) of the Group Companies have not leased or otherwise Seller Disclosure Schedule, no Go Cash Seller has granted to any Person the right to use or occupy such any portion of any parcel of Leased Real Property or Property, and the Go Cash Sellers have received no notice, and the Go Cash Sellers have no Knowledge, of any portion thereof; claim of any Person to the contrary.
(iif) each Leased Real Property is To the Sellers’ Knowledge, the Improvements are structurally sound, are in good operating condition and repair in all material respectsrepair, subject to ordinary wear and teartear excepted, are free from latent and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restoredpatent defects, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate are suitable for the business operations purposes for which they are being used and planned to be used by the Sellers and have been maintained in accordance with normal industry practice. Except as currently used.
(b) Section 3.12(bset forth in Schedule 3.12(f) of the Seller Disclosure Schedules includes a trueSchedule, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default constitutes all such property used in or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate conduct the transactions contemplated Go Cash Sellers’ Business as conducted and planned to be conducted by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectGo Cash Sellers.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a2.1(d) of the Disclosure Schedule sets forth a true, correct lists the term of the Acquired Leases and complete list the rent payable thereunder. With respect to the Acquired Leases listed in Section 2.1(d) of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correctDisclosure Schedule: (i) except as set forth on Section 2.1(d) of the Group Companies Disclosure Schedule, none of the Acquired Leases have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereofbeen modified; (ii) each Leased Real Property is in good operating condition except for Permitted Liens and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Subleases listed on Section 3.12(b2.1(d) of the Disclosure Schedules includes a trueSchedule, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has Sellers have not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust, or otherwise encumbered in any material respect any interest in all or any portion of any Acquired Lease or Store, nor entered into any license agreements, concession agreements or other similar agreements for use or occupancy of space in or at any of real property leased under such leasehold interestAcquired Leases; (iii) no Contractual Obligations (other than the Acquired Leases and the Acquired Contracts) shall exist that would give rise to a claim or Lien against a Store or the Office Space after the Closing Date; (iv) Sellers shall not be aware of, and there are no options or rights of first offer or refusal have not received any notices of, environmental violations relating to acquire any such rightsthe Stores; (iiv) neither of the Stores leased under the Acquired Leases have been operated nor maintained, and are not presently, in violation of applicable Laws in any manner that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vi) the Sellers have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and has operated in compliance with the terms of such approvals except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material have, individually or in the aggregate, a Material Adverse Effect; (vii) there are no pending or threatened condemnation proceedings or actions relating to the Leased Real Property property subject to the applicable Lease, there is no existing monetary default or material non-monetary default Acquired Leases; (beyond applicable viii) the Sellers have not given notice and cure periods) on the part of any Group Company under any Leases, or on the part of to any landlord thereunderunder the Acquired Leases waiving, and no Group Company has received written notice from exercising or indicating that they will or will not be exercising any landlord thereunder of any default that remains uncured extension or any event or circumstance that with the passage of time would become a default that remains uncuredrenewal option; and (iiiix) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance Stores are presently supplied with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety utilities and other land use laws, including The Americans with Disabilities Act services necessary for the operation of 1990, said Stores as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined operated in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as Ordinary Course of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredBusiness.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Children S Books & Toys Inc)
Leased Real Property. (a) Section 3.12(aExcept as set forth on Schedule 3.1.11(a) of the Sellers’ Disclosure Schedule, the only real property leased by Sellers in connection with the Business is the Leased Property. ▇▇▇▇▇▇’▇ or Sellers have made available to Purchaser a true and correct copy of each Lease and all amendments, extensions, guaranties and other agreements related thereto. There are no oral Contracts pursuant to which any Seller holds a leasehold or subleasehold estate in, or are granted the right to use or occupy, any land, buildings, structures, improvements, fixtures or other interest in real property which is used or intended to be used in the Business. Each Lease is legal, valid, binding, enforceable and in full force and effect and has not been assigned, modified, supplemented or amended except as has been previously provided to Purchaser. Except as set forth in Schedule sets forth a true3.1.11(a), correct and complete list of all Leased Real Properties. As with respect to each such Leased Real Property, Sellers warrants of the following is true and correct: Leases:
(i) Seller’s possession and quiet enjoyment of the Group Companies have Leased Property under such Lease has not leased been disturbed, and to Seller’s Knowledge, there are no disputes with respect to such Lease; (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iii) Seller does not, and will not in the future, owe any brokerage commissions or finder’s fees with respect to such Lease; (iv) Seller has not subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (iiv) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that Seller has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which collaterally assigned or granted any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any other security interest in such leasehold interest, Lease or any interest therein; and (vi) there are no options liens or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) encumbrances on the part of any Group Company under any Leases, estate or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated interest created by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectsuch Lease.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) All of the Disclosure real property leased by -------------------- ARC, as tenant or lessee, is identified on Schedule sets forth a true, correct and complete list of all 2.6(b) hereto --------------- (collectively referred to herein as the "Leased Real PropertiesProperty"). As The Sellers hereby make the following representations and warranties with respect to each such the Leased Real Property:
(i) ARC holds a good, clear, marketable, valid and enforceable leasehold interest in the Leased Real Property;
(ii) None of the Sellers is aware of any material defects in the physical condition of any improvements constituting a part of the Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving structural elements, mechanical systems, roofs or parking and loading areas, and to the knowledge of the Sellers, all of such Leased Real Property) isimprovements are in reasonable operating condition and repair, have been maintained in all accordance with past practice and are free from material respects, adequate for the business operations as currently used.infestation by rodents or insects;
(biii) Section 3.12(b) The copies of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except lease for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject (the "Lease") delivered by ARC to the applicable LeaseBuyer pursuant to this Agreement is complete, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leasesaccurate, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and correct;
(iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are The Lease is in full force and effect.effect and has not been modified, amended, or altered, in writing or otherwise;
(cv) As All obligations of the landlord or lessor under the Lease which have accrued have been performed, and to each Leased Real Property: the best of the knowledge of the Sellers, no landlord or lessor is in default under the Lease;
(ivi) Group Company has received written notice All obligations of any eminent domainthe ARC under the Lease which have accrued have been performed, condemnation, or similar taking proceedingsand ARC is not in default under the Lease, and no circumstance presently exists which, with notice or the passage of time, or both, would give rise to a default by ARC; and
(vii) ARC will not have obtained prior to the Closing the consent of the landlord or lessor under the Lease, and the failure to obtain such proceedings are threatened consent shall not constitute a default hereunder. On or before the Closing Date, ARC will have notified in writing; and (ii) no Group Company has received written notice writing the landlord under the Lease that the Leased Real Property Lease is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected being assigned to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereonBuyer hereunder.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (ai) Section 3.12(aThe real property leased by the Seller Entities in San Diego, California and the real property leased by ABON dormitory facility is identified on Schedule 4.3(b)(i) of (the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such “Leased Real Property”). All leases, Sellers warrants subleases and other occupancy agreements including all amendments, supplements, extensions and other modifications of such documents of Leased Real Property (the following is “Leases”) by the Seller Entities are identified on Schedule 4.3(b)(i), and true and correct: (i) complete copies thereof have been delivered to the Group Companies have Buyer. Each of said Leases has been duly authorized and executed by the parties thereto and is in full force and effect. The Seller Entities are not leased in default of any material provision under any of said Leases, and to the knowledge of the Seller Entities no event has occurred which, with notice or otherwise granted the passage of time, or both, would give rise to such a default. To the knowledge of the Seller Entities, there is no pending, contemplated or threatened condemnation of any Person of the right to use or occupy such respective parcels of Leased Real Property or any portion part thereof; (ii) each . The Seller Entities have a good and valid leasehold interest in and to all of the Leased Real Property, free from all Liens, encroachments, encumbrances or other defects in title, except as described on Schedule 4.3(b)(i). There are no parties in possession or, to the knowledge of the Seller Entities, parties having any current or future right to occupy any of the Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving during the term of any Lease regarding such Leased Real Property) is, in all material respects, adequate for . To the business operations as currently used.
(b) Section 3.12(b) knowledge of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules Seller Entities (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject conforms in all material respects to all applicable building, zoning and other Laws, ordinances, rules and regulations, (ii) all licenses and other approvals necessary to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice current occupancy and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry use of the Sale Order Leased Real Property have been obtained and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that there have been cured, except no violations thereof that individually or in each case as the aggregate have had or reasonably would not reasonably be expected to adversely affect in have a Material Adverse Effect and (iii) there exists no material breach or violation of any material respect the use covenant, condition, restriction, easement, agreement or occupancy of such Leased Real Property or the operations order affecting any portion of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Acquisition Agreement (Inverness Medical Innovations Inc)
Leased Real Property. (a) Section 3.12(a) All of the Disclosure real property leased by -------------------- EnzyMed, as tenant or lessee, is identified on Schedule sets forth a true, correct and complete list of all 2.6(b) hereto --------------- (collectively referred to herein as the "Leased Real PropertiesProperty"). As EnzyMed hereby makes the following representations and warranties with respect to each such the Leased Real Property:
(i) EnzyMed holds a good, clear, valid and enforceable leasehold interest in the Leased Real Property;
(ii) There are no material defects in the physical condition of any improvements constituting a part of the Leased Real Property, Sellers warrants the following is true including, without limitation, structural elements, mechanical systems, roofs or parking and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy loading areas, and all of such Leased Real Property or any portion thereof; (ii) each Leased Real Property is improvements are in good operating condition and repair in all material respects, subject to ordinary (other than normal wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and );
(iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) The copies of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(blease (the "Lease") of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject delivered by EnzyMed to the applicable LeaseBuyer are complete, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leasesaccurate, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and correct;
(iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are The Lease is in full force and effect.effect and has not been modified, amended, or altered, in writing or otherwise;
(cv) As All material obligations of the landlord or lessor under the Lease which have accrued have been performed, and to each Leased Real Property: the knowledge of EnzyMed, no landlord or lessor is in default under the Lease;
(ivi) Group Company has received written notice All material obligations of any eminent domainEnzyMed under the Lease which have accrued have been performed, condemnation, or similar taking proceedingsand EnzyMed is not in default under the Lease, and no such proceedings are threatened in writing; and (ii) no Group Company has received written circumstance presently exists which, with notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations passage of time, or both, would give rise to a default by EnzyMed; and
(vii) EnzyMed has obtained or will obtain prior to the Closing any consent of the Business thereon.
(d) No Group Company has given landlord or received any written default notice (excluding any default notices as to which lessor under the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect Lease to the “Tenant Retained Parcel” (as defined extent required in connection with the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredMerger.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (aSchedule 4.9(b) Section 3.12(a) of the Disclosure Schedule sets forth a true, true and correct and complete list of all real property and interests in real property that are leased or subleased by any Seller Company (the “Leased Real PropertiesProperty”) and that are used, held for use or intended to be used in connection with the Business. As Seller has made available to Purchaser true and correct copies of all such leases and subleases, each such as amended to date. Except for the Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased there are no other leases, subleases, licenses or otherwise granted to other agreements under which any Person Seller Company uses or occupies or has the right to use or occupy such occupy, now or in the future, any real property in connection with the Business. Except as set forth on Schedule 4.9(b):
(i) All of the land, buildings, structures and other improvements used by the Seller Companies in the conduct of the Business are included in the Leased Real Property. None of the Seller Companies is a lessor or sublessor of, or makes available for use to any Person (other than the Selling Subsidiaries), (i) any Leased Real Property or any portion thereof; (ii) each Leased Real Property is any portion of any premises otherwise occupied by the Seller Companies in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for connection with the business operations as currently usedBusiness.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except Except in each case as would not reasonably have a Material Adverse Effect, the Seller Companies have obtained all appropriate Permits, certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Leased Real Property in the manner in which the Leased Real Property is currently being used and operated; and no such Permits, certificates of occupancy, licenses, easements and rights of way will be expected required as a result of the transactions contemplated hereby to adversely affect be issued after the date hereof in order to permit the Purchaser Companies, following the Closing, to continue to own or operate the Leased Real Property in the same manner as currently owned or operated.
(iii) To the knowledge of Seller, the buildings, structures, fixtures, equipment, building mechanical systems (including electrical, heating and air conditioning systems), and other improvements in, on or within the Leased Real Property, are in adequate operating condition and repair for the purposes for which they are currently used by the Business, subject to reasonable wear and tear and continued repair and replacement in accordance with reasonable and customary business practice, and there are no deferred maintenance, repairs or unrepaired defects in the structural components comprising such buildings and building mechanical systems located thereon or therein that would have a Material Adverse Effect.
(iv) None of the Seller Companies has received written notice of and, to the knowledge of Seller, there is not any material respect pending, threatened or contemplated condemnation proceeding affecting the use or occupancy of such Leased Real Property or the operations any part thereof, or any sale or other disposition of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations any part thereof in lieu of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable condemnation. The Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company Property has not completed the Subdivision suffered any material damage by fire or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) other casualty which has not occurredheretofore been substantially repaired and restored.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) Seller does not directly or indirectly own any real property. Schedule 5.07 lists all real property used in the conduct of the Disclosure Schedule sets forth Business and leased or subleased to Seller (collectively, the “Leased Real Property”) and identifies the lessor, rental rate, lease term, expiration date and existence of a renewal option. Seller has provided to Buyer prior to the Closing true, correct and complete list copies of all Leased the Real PropertiesProperty Leases, as well as prior estoppel certificates and subordination and non-disturbance and attornment agreements, and other material documents related to such Real Property Leases. As With respect to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; Lease, except as set forth on Schedule 5.07:
(iia) each Leased such Real Property Lease is valid, binding and in good operating condition full force and repair effect and will remain in all material respects, subject to ordinary wear full force and tear, effect on identical terms on and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for after the business operations as currently used.Closing Date;
(b) Section 3.12(b) Seller is in possession of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real PropertyProperty and all rental and other obligations of Seller are current;
(c) Seller is not in breach or default (and has not received notice of breach or default), except as disclosed in Section 3.12(b) and no event has occurred which, with notice or lapse of the Disclosure Schedules time, would constitute a breach or default thereof by Seller or permit termination, modification or acceleration under such Real Property Lease;
(id) no Group Company party has repudiated any provision of such Real Property Lease;
(e) there are no disputes, oral agreements or forbearance programs in effect as to such Real Property Lease;
(f) Seller has not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any material respect any interest in the leasehold or subleasehold estate of such leasehold interestReal Property Lease;
(g) all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including Permits) required in connection with the operation thereof by Seller and have been operated and maintained by Seller in compliance with all applicable Laws;
(h) except for Permitted Liens, and there are no options Leased Real Property is, to the Knowledge of Seller, subject to (i) any governmental decree or rights of first offer order (or refusal threatened or proposed order known to acquire any such rightsSeller) to be sold or taken by public authority; or (ii) except for matters addressed by the payment any rights of Cure Costs way, building use restrictions, exceptions, variances, reservations or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part limitations of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default nature that remains uncured or any event or circumstance that would interfere with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry operation of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.Business; and
(c) As to each Leased Real Property: (i) Group Company has received written notice to the Knowledge of any eminent domainSeller, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health good and safety safe operating condition and other land use laws, including The Americans with Disabilities Act of 1990, as amended, repair and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations is adequate for Seller’s conduct of the Business thereonand is structurally sound with no material defects.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) All of the Disclosure real property leased by -------------------- Black & White, as tenant or lessee, is identified on Schedule sets forth a true, correct and complete list of all 2.6(b) hereto --------------- (collectively referred to herein as the "Leased Real PropertiesProperty"). As The Stockholder and the Beneficial Owners hereby make the following representations and warranties, except as set forth on Schedule 2.6(b), with respect to each such the --------------- Leased Real Property:
(i) Black & White holds a valid and enforceable leasehold interest in the Leased Real Property, Sellers warrants the following which leasehold interest is true and correct: (i) the Group Companies have not leased or otherwise granted subject to any Person mortgage, pledge, lien, conditional sale agreement, security agreement, encumbrance or other charge except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the right to value, or interfere with the present or proposed use of the property subject thereto or occupy such Leased Real Property or any portion thereof; affected thereby;
(ii) each There are no material defects in the physical condition of any material improvements constituting a part of the Leased Real Property is Property, including, without limitation, structural elements, mechanical systems, roofs or parking and loading areas, and all of such material improvements are in good operating condition and repair in all repair, have been well maintained and are free from material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire infestation by rodents or other casualty that has not been fully repaired and restored, and insects;
(iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) The copies of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interestleases, and there are no options or rights of first offer or refusal to acquire any such rights; amendments thereto, (iithe "Leases") except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject delivered by Black & White to the applicable LeaseBuyer are complete, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leasesaccurate, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and correct;
(iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the The Leases are in full force and effect.effect and have not been modified, amended, or altered, in writing or otherwise;
(cv) As to each Leased Real Property: (i) Group Company has received written notice All material obligations of any eminent domain, condemnation, the landlord or similar taking proceedingslessor under the Leases which have accrued have been performed, and to the best of the knowledge of the Stockholder and the Beneficial Owners, no such proceedings are threatened landlord or lessor is in writing; material default under the Leases;
(vi) All material obligations of Black & White under the Leases which have accrued have been performed, and (ii) no Group Company has received written notice that the Leased Real Property Black & White is not in compliance default under the Leases, and, to the knowledge of the Stockholder and the Beneficial Owners, no circumstance presently exists which, with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property notice or the operations passage of the Business thereon.time, or both, would give rise to a default by Black & White; and
(dvii) No Group Company Black & White has given obtained or received any written default notice (excluding any default notices as to which will obtain, effective at the default referenced therein has been cured Closing, the consent of each landlord or that would not reasonably be expected to adversely affect lessor under the Leases whose consent is required in any material respect connection with the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real PropertyMerger.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
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Leased Real Property. (a) Section 3.12(a) of Except as set forth in Exhibit 3.9(a), the Disclosure Schedule sets forth a trueCompany does not hold legal title to, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to own any Person the right to use legal or occupy such Leased Real Property or beneficial interest in any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently usedreal property.
(b) Section 3.12(bExhibit 3.9(b) lists all leases pursuant to which the Company holds, occupies or uses any real property (the "Real Property Leases"), and Exhibit 3.9 includes complete and accurate legal descriptions of such leased real property.
(c) The Company does not hold, occupy or use any real property except for the real property subject to the Real Property Leases (the "Leased Real Property"). True and complete copies of the Disclosure Schedules includes a trueReal Property Leases have been provided to the Buyer.
(d) The activities carried on in all buildings, correct plants, facilities, installations, fixtures and complete list of all Leases to which any Group Company is a party other structures or improvements included as lessee, together with any amendmentspart of, or modifications thereto located on or guaranties thereof. As to each at, the Leased Real Property, and the buildings, plants, facilities, installations, fixtures and other structures or improvements themselves, are not in violation of, or in conflict with, any applicable zoning, Environmental Law, health regulations or ordinance or any other similar Law.
(e) Except as set forth in Exhibit 3.9, no Hazardous Material have been used in the construction or repair of, or any alterations or additions to, or are otherwise located on, any portion of the Leased Real Property.
(f) No parcel of land included in the Leased Real Property relies on or regularly makes use of access to the nearest public road or right-of-way over land owned by others, except as where such access is by means of one or more valid recorded easements not subject to divestiture, the terms of which have been disclosed in Section 3.12(bwriting to the Buyer prior to the date hereof, and which easements the Company is entitled to use under the terms of the documents creating such easements and under the terms of the Real Property Leases. All covenants or other restrictions (if any) to which any of the Leased Real Property is subject are being in all respects properly performed and observed and, except for covenants contained in the Real Property Leases, do not provide for forfeiture or reversion of title if violated, and neither the Company nor the owners of any of the Leased Real Property has received any notice of violation (or claimed violation) thereof.
(g) The Company has delivered to the Buyer true and complete copies of the most recent title insurance policies and surveys (if any) for the Leased Real Property and copies of any recorded documents referred to in such policies or surveys, together with copies of all reports (if any) of any engineers, environmental consultants or other consultants in its possession relating to any of the Disclosure Schedules Leased Real Property.
(h) Each separate parcel included in the Leased Real Property and any improvements located thereon are served by water, storm and sanitary sewer facilities, telephone, gas and electricity, fire protection, drainage and other public utilities, all of which are adequate for the present and continued use thereof in the usual and normal conduct of the Company's business and operations, and have adequate parking facilities that meet all requirements imposed by applicable Laws.
(i) no Group Company has assignedNone of the Leased Real Property is subject to any recorded or unrecorded Lien, subleasedeasement, transferredright-of-way, conveyedbuilding or use restriction, mortgagedexception, variance, reservation or otherwise encumbered limitation as might in any material respect any interest interfere with or impair the present and continued use thereof in such leasehold interest, the usual and there are no options or rights normal conduct of first offer or refusal to acquire any such rights; the business and operations of the Company.
(iij) except for matters addressed by the payment of Cure Costs or Except as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Leasedisclosed on Exhibit 3.9(j), there is no existing monetary default pending, or, to the knowledge of any of the Seller or material non-monetary default the Company, any threatened or proposed proceeding or governmental action to modify the zoning classification of, or to condemn or take by the power of eminent domain (beyond applicable notice and cure periods) on or to purchase in lieu thereof), or to classify as a landmark, or to impose special assessments on, or otherwise to take or restrict in any way the right to use, develop or alter, all or any part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with Leased Real Property.
(k) All the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Real Property Leases are in full force and effect, valid and enforceable in accordance with their respective terms, except as such enforce ability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies.
(cl) As to each Leased Real Property: (i) Group Company has received written notice Except as set forth in Exhibit 3.9(l), none of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable buildingLeases have been amended or modified and there are no agreements, zoningwritten or oral, subdivision, health between the Company and safety and other land use laws, including The Americans with Disabilities Act the owner of 1990, as amended, and all insurance requirements affecting such the Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) Leases. the Company has not completed the Subdivision received any notice of any, and there exists no, dispute, claim, event of default or delivered event which constitutes or would constitute (with notice or lapse of time or both) a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master default under any Real Property Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(fm) Neither Sellers nor All rent and other amounts due and payable with respect to the Purchased Entities own any real propertyReal Property Leases have been paid through the date of this Agreement, and all rent and other amounts due and payable with respect to the Real Property Leases on or prior to the Closing Date will have been paid prior to the Closing Date.
(n) All lessors under the Real Property Leases have consented or, prior to the Closing Date will have consented (where such consent is necessary), to the consummation of the transactions contemplated by this Agreement or the Related Agreements without requiring modification in the rights or obligations of the lessors thereunder.
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Leased Real Property. (a) Section 3.12(aExcept as disclosed in SCHEDULE 6.12(A) attached hereto, to Seller's knowledge, (i) no parcel of property leased by the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Company (the "Leased Real Property") is in violation of any applicable laws or regulations affecting the Company's use and occupancy of such property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) the current use of each Leased Real Property such parcel is in good operating condition and repair in all material respectsnot a special use exception or a legal, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that nonconforming use. Seller has not been fully repaired and restoredreceived any such notification of any violation, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently usedexception or use.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each the Leased Real Property, except as disclosed in Section 3.12(bSCHEDULE 6.12(B) of attached hereto, to the Disclosure Schedules Seller's knowledge, there have been no: (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, actual or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rightsproposed special assessments; (ii) except for matters addressed by the payment of Cure Costs pending or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncuredthreatened condemnation proceedings; and (iii) a true and correct copy of each Lease has been provided to Buyerpending or threatened litigation or administrative actions; and (iv) subject to entry of mechanic's or materialmen's liens; (v) other matters adversely affecting the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract value or use thereof; (vi) structural or mechanical defects; (vii) planned or commenced improvements which may result in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, an assessment or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting otherwise affect such Leased Real Property; (viii) governmental agency or court order requiring the repair, other than violations that have been cured, except in each case as would not reasonably be expected alteration or correction of any existing condition with respect to adversely affect in any material respect the use or occupancy of such Leased Real Property Property; or the operations of the Business thereon.
(dix) No Group Company has given pending or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect threatened changes in any material respect zoning laws or ordinances which may affect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(ec) With respect To the Seller's knowledge, except as they may be owned by landlords of the Leased Real Property or subject to any such landlord's liens, the fixtures and other improvements located on the Leased Real Property have been approved by all necessary governmental authorities, have been maintained in accordance with normal maintenance practices, are (taken as a whole) in good condition, good working order and repair, reasonable wear and tear excepted, are suitable for the purpose for which they are being used. Except as they may be owned by landlords of the Leased Real Property or subject to any such landlord's liens, the Company has, or will have as of Closing, good and marketable title to the “Tenant Retained Parcel” fixtures and other improvements on the Leased Real Property, free and clear of all liens, claims and encumbrances.
(d) Except as defined disclosed in SCHEDULE 6.12(D) attached hereto each lease for the Master Lease): (i) Leased Real Property is valid and enforceable in all material respects until the Company has not completed the Subdivision or delivered a Subdivision Completion NoticeClosing Date, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) solely as of the date hereofClosing Date, except as set forth disclosed on Section 3.12(e) EXHIBIT 3.2(H), may be canceled or transferred by the Company without making a payment thereunder or causing a breach thereof and, to the knowledge of Seller, the Company is not in breach of any of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredprovisions of any such lease.
(f) Neither Sellers nor the Purchased Entities own any real property.
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Leased Real Property. (ai) Section 3.12(aSchedule 3.13 sets forth all leases ("Real Property Leases") pursuant to which Facilities are leased by the Company and its Subsidiaries (as lessee), true and correct copies of which have been delivered to Buyer. Such Real Property Leases constitute all leases, subleases or other occupancy agreements pursuant to which the Company or any of its Subsidiaries occupy or use such Facilities. The Company or its Subsidiary has a good and valid leasehold interest in all leased property described in such Real Property Leases (the "Leased Real Property"), free and clear of any and all Encumbrances other than any Permitted Encumbrances. With respect to each such parcel of Leased Real Property (A) to the knowledge of the Disclosure Schedule sets forth a trueCompany, correct and complete list of all Leased Real Properties. As there are no pending or threatened condemnation proceedings or Actions relating to each such Leased Real Property, Sellers warrants (B) except as set forth in Schedule 3.13, other than Permitted Encumbrances neither the following is true and correct: (i) Company or any of its Subsidiaries nor, to the Group Companies have not leased knowledge of the Company, any third party has entered into any sublease, license, option, right, concession or otherwise granted other agreement or arrangement, written or oral, granting to any Person (other than the Company and its Subsidiaries) the right to use or occupy such Leased Real Property or any portion thereof; thereof or interest therein (iiC) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that the Company has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domainpending or, condemnationto the knowledge of the Company, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected special assessment relating to adversely affect in any material respect the use or occupancy of such Leased Real Property or and (D) the operations Company and its Subsidiaries enjoy peaceful and undisturbed possession of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(eii) With respect to the “Tenant Retained Parcel” each such Real Property Lease listed in Schedule 3.13 and except as set forth therein, (as defined in the Master Lease): (iA) there has been no material default under any such Real Property Lease by the Company has not completed or any of its Subsidiaries or, to the Subdivision or delivered a Subdivision Completion Noticeknowledge of the Company, by any other party thereto, (iiB) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains such Real Property Lease is in full force and effect, (iiiC) as no action has been taken by the Company or any of its Subsidiaries and, to the knowledge of the date hereofCompany no event has occurred which, except as set forth on Section 3.12(e) with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than the Company or its Subsidiaries, without the consent of the Disclosure ScheduleCompany or its Subsidiaries, there under any such Real Property Lease that is material to the Company and its Subsidiaries, (D) to the knowledge of the Company, no TRP Sublease party has repudiated in writing any term thereof or threatened in writing to terminate, cancel or not renew any such Real Property Lease that is material to the Company and its Subsidiaries and (as defined E) neither the Company nor its Subsidiaries has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in the Master Leaseany leased property subject thereto (or any portion thereof); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
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Sources: Stock Subscription Agreement (Red Robin Gourmet Burgers Inc)
Leased Real Property. (a) Section 3.12(a4.08(b) of the Disclosure Schedule Schedules sets forth a true, correct true and complete list description of all real property leased, licensed to or otherwise used or occupied (but not owned) by Seller (the real property required to be listed on Section 4.08(b) of the Disclosure Schedules, collectively, the “Leased Real PropertiesProperty”). As Except as set forth on Section 4.08(b) of the Disclosure Schedules, Seller does not lease and has not leased any real property or any interest in any real property. All of the Leased Real Property is used or occupied by Seller pursuant to the applicable lease agreement set forth on Section 4.08(b) of the Disclosure Schedules (each, a “Lease Agreement”). A true and correct copy of each Lease Agreement has been delivered to Buyer. Since the date of such delivery, no amendments or modifications have been made to any Lease Agreement included within the Assigned Contracts and Seller has not waived any rights thereunder. With respect to each Lease Agreement:
(i) such Lease Agreement is valid, binding, enforceable and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property, Sellers warrants except as such enforceability may be limited by an Enforcement Limitation;
(ii) Seller is not in breach or default under such Lease Agreement, and no event has occurred or circumstance exists which, with the following delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease Agreement;
(iii) Seller has 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 Seller under such Lease Agreement and, to Seller’s knowledge, no other party is true in default thereof, and correct: no party to such Lease Agreement has exercised any termination rights with respect thereto;
(iiv) the Group Companies have Seller has not leased subleased, assigned or otherwise granted to any Person person or entity the right to use or occupy such Leased Real Property or any portion thereof; and
(iiv) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that Seller has not been fully repaired and restoredpledged, and (iii) each Leased Real Property (including, without limitation, utilities serving mortgaged or otherwise granted an Encumbrance on its leasehold interest in such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) The Sellers do not own any real property, nor has any Seller ever owned any real property.
(b) Section 3.12(a3.12(b) of the Seller Disclosure Schedule sets forth a true, correct an accurate and complete list description (by subject Leased Real Property, the date and term of the lease, sublease or other occupancy right, the name of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder) of all Leased Real PropertiesProperty. As The Sellers have delivered to each such the Purchaser accurate and complete copies of all leases, subleases or licenses with respect to the Leased Real Property.
(c) The Sellers hold valid leasehold interests in the Leased Real Property, free and clear of any Encumbrances.
(d) Use of the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under applicable zoning Laws and is not subject to “permitted non-conforming” use or structure classifications. To the Sellers’ Knowledge, without investigation, all buildings, fixtures and other improvements, including the roof, foundation and floors and the heating, ventilation, air conditioning, mechanical, electrical and other building systems, located on the Leased Real Property (collectively, the “Improvements”) are in material compliance with all applicable Laws, including those pertaining to health and safety, zoning, building and the disabled. The Leased Real Property is supplied with utilities and other services necessary for the operation of the Sellers’ business and each parcel of Leased Real Property abuts on and has direct vehicular access to an improved public road or access to an improved public road via a permanent, irrevocable appurtenant easement improved with a road benefiting the parcel of Leased Real Property.
(e) No Person other than the Sellers warrants is in possession of any portion of the following is true and correct: (i) the Group Companies have not leased or otherwise Leased Real Property. No Seller has granted to any Person the right to use or occupy such any portion of any parcel of Leased Real Property or Property, and the Sellers have received no notice, and the Sellers have no Knowledge, of any portion thereof; claim of any Person to the contrary.
(iif) each Leased Real Property is To the Sellers’ Knowledge, without investigation, the Improvements are structurally sound, are in good operating condition and repair in all material respectsrepair, subject to ordinary wear and teartear excepted, are free from latent and no patent defects, are suitable for the purposes for which they are being used and planned to be used by the Sellers and have been maintained in accordance with normal industry practice. The Leased Real Property has suffered a fire constitutes all such property used in or other casualty that has not been fully repaired necessary to conduct the Sellers’ business as conducted and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases planned to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed be conducted by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effectSellers.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cash America International Inc)
Leased Real Property. (a) Section 3.12(aThe Sellers have made available to the Buyer true, complete and accurate copies of all Leases pursuant to which the Sellers currently lease or sublease Leased Real Property. Schedule 4.7(a)(i) of the Disclosure Schedule attached hereto sets forth a true, correct and complete list listing of all Leased Real Properties. As to each such Leases and the addresses of all related Leased Real Property. Schedule 2.1(b) attached hereto includes all of the Leases pursuant to which the Sellers currently lease or sublease Leased Real Property. Except as disclosed on Schedule 4.7(a)(ii) attached hereto, no Seller owns any real property used in connection with the operation of the Centers. At the Closing, the Sellers, as applicable, and their appropriate Affiliates or other designees will enter into commercially reasonable leases (containing terms and conditions consistent with those set forth on Schedule 4.7(a)(iii)) with the Buyer for the real properties (including, without limitation, any buildings, fixtures and improvements thereon) disclosed on Schedule 4.7(a)(ii) (the “New Real Property Leases”). Except as disclosed on Schedules 4.7(a)(i) and 4.7(a)(ii), the Leased Real Property comprises all of the land, buildings and premises occupied by the Sellers warrants in connection with the following operation of the Centers.
(b) The Leases are in full force and effect, and each Seller that is true a party to any Lease has all right, title and correct: interest as “tenant” thereunder, free and clear of all Liens, other than Permitted Liens. Except as evidenced by any lease or other Contract which is included in the Assumed Contracts, there are no Persons (iother than the Sellers) in possession of the Group Companies have not leased Leased Real Property and there are no subleases, licenses, concessions other agreements, written or otherwise granted to oral, granting any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(ec) With respect to All rental payments due under the “Tenant Retained Parcel” Leases (as defined in the Master Lease): (i) the Company has not completed the Subdivision which any Seller is a tenant or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iiisubtenant) as of the date hereofClosing Date have been paid.
(d) Each Seller that is a party to any Lease has complied in all material respects with all material terms of each Lease to which it is a party. No Seller or any Affiliate thereof has received any notice of default from the lessor or sublessor under the Leases or any other third party, except as set forth on Section 3.12(e) which default has not been cured, and, to the Sellers’ Knowledge, no event has occurred that, upon the passage of time or giving of notice, or both, would result in any event of default by any Seller or any Affiliate thereof under any of the Disclosure ScheduleLeases.
(e) There is no pending or, to the Knowledge of Sellers, threatened legal action alleging any zoning violations, or affecting any portion or all of any of the Leased Real Property, including, without limitation, any condemnation action, and, to the Knowledge of the Sellers, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredbasis for any such action.
(f) Neither To the Sellers’ Knowledge, (i) the Sellers nor have handled, stored and processed Hazardous Materials at the Purchased Entities own Leased Real Property in material conformity with the requirements of all Environmental Laws; and (ii) the Leased Real Property is in material compliance with all Environmental Laws. To the Sellers’ Knowledge, there have been no Hazardous Materials generated by the Sellers in connection with the Business that have been disposed of or come to rest at any real propertysite that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published any Governmental Authority in the United States. To the Knowledge of the Sellers, there are no underground storage tanks located on, and no polychlorinated biphenyls or PCB-contaminated equipment used or stored on, any site owned or operated by the Sellers in connection with the Business. There is no pending or, to the Knowledge of the Sellers, threatened Action Relating To the Business or the Centers and alleging any violation of any Environmental Law or any Liabilities or potential Liabilities for investigatory or cleanup obligations arising under any Environmental Law.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to Seller neither owns nor has Seller ever owned any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently usedreal property.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of Schedule 4.22 identifies by street address all Leases to which any Group Company is a party as lessee, together with any amendments, real property leased or modifications thereto or guaranties thereof. As to each subleased by Seller (“Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the ”). All Leased Real Property subject is leased to the applicable LeaseSeller pursuant to written leases, there is no existing monetary default or material non-monetary default (beyond applicable notice complete and cure periods) on the part accurate copies of any Group Company under any Leases, or on the part of any landlord thereunderwhich have been previously delivered to Purchaser, and no Group Company has received all such written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; leases are valid, binding and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect. Seller has not subleased any Leased Real Property. The Leased Real Property is not subject to any leases or tenancies of any kind, except for Seller’s leases. The Leased Real Property constitutes all real property and improvements leased by Seller.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the The Leased Real Property is not in possession of any adverse possessors, is used in a manner consistent with and permitted by applicable zoning ordinances and other Laws without special use approvals or permits, is served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Business, is in good condition and repair, and requires no work or improvements to bring it into compliance with any applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act Law or to repair or maintain the improvements thereon. None of 1990, as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in the utility companies serving any material respect of the use or occupancy of such Leased Real Property or the operations of the Business thereonhas threatened Seller with any reduction in service. All such utilities are installed and operating.
(d) No Group Company has given There are no condemnation or received other taking proceedings pending or, to the Knowledge of Seller, threatened with respect to any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations portion of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
. There are no Tax assessments (ein addition to the normal, annual general real estate tax assessment) With pending or, to the Knowledge of Seller, threatened with respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as any portion of the date hereofLeased Real Property. There are no challenges or appeals pending or, except as set forth on Section 3.12(e) to the Knowledge of Seller, threatened regarding the amount of the Disclosure Schedulereal estate Taxes on, there is or the assessed valuation of, the Leased Real Property, and no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredspecial arrangements or agreements exist with any Governmental Authority with respect thereto.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. The real property demised by the leases described on Schedule 2.16(a) (athe “Leased Real Property”) Section 3.12(a) constitutes all of the Disclosure real property leased by Seller in connection with the Business. Except as set forth on Schedule sets forth 2.16(a):
(i) The Leased Real Property leases are in full force and effect, and Seller or ▇▇▇▇▇▇▇ Mexico holds a truevalid, subsisting and enforceable leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party thereto and the application of any bankruptcy or creditor’s rights laws and in each case free and clear of all Encumbrances, except Permitted Encumbrances;
(ii) Seller has delivered or made available to Buyer correct and complete list copies of each of the leases described on Schedule 2.16(a), (including all Leased Real Properties. As to each such Leased Real Propertyextensions, Sellers warrants the following is true and correct: renewals, guarantees, modifications, amendments and/or supplements thereto);
(iiii) the Group Companies have not leased neither Seller nor ▇▇▇▇▇▇▇ Mexico, as applicable, has leased, subleased or otherwise granted to any Person the right to use or occupy such any Leased Real Property or any portion thereof; ;
(iiiv) the rental amount set forth in each such lease is the actual rental amount being paid (subject to escalations and other adjustments in accordance with such lease), and there are no separate agreements or understandings with respect to the same that have not been made available to Buyer;
(v) neither Seller nor ▇▇▇▇▇▇▇ Mexico has received any written notice from, or delivered any written notice to, in each case since January 1, 2017, any lessor of Leased Real Property alleging the occurrence of a material violation or material breach of a Contract relating to such Leased Real Property;
(vi) (A) the Leased Real Property is reasonably adequate and reasonably suitable for their present uses, have no material defects, and are in all material respects in good operating condition and repair in all material respectsrepair, subject to ordinary wear and teartear and the terms, covenants and condition of the applicable lease(s), and have been maintained in all material respects in accordance with normal industry practice, and (B) there are no material repairs, replacements or regularly scheduled maintenance relating to any Leased Real Property has suffered a fire that are currently being delayed or other casualty that deferred by Seller or ▇▇▇▇▇▇▇ Mexico;
(vii) Seller has not been fully repaired and restored, and (iii) each received written notice that any portion of any Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Entity and no such condemnation or other taking is, to Seller’s Knowledge, threatened or contemplated;
(includingviii) Seller and ▇▇▇▇▇▇▇ Mexico, without limitationas applicable, utilities serving are in peaceful and undisturbed possession of the Leased Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability of Seller or ▇▇▇▇▇▇▇ Mexico to use such Leased Real PropertyProperty for the purposes for which it is currently being used, except where any such restrictions would not materially impair the Business as currently conducted;
(ix) isall buildings, structures, fixtures (not including trade fixtures) and other improvements included in the Leased Real Property are in compliance in all material respectsrespects with all applicable Laws, adequate for including those pertaining to health and safety, zoning, building and construction requirements and the business operations as currently used.disabled; and
(bx) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As respect to each Leased Real Property, except (A) Seller or ▇▇▇▇▇▇▇ Mexico, as disclosed in Section 3.12(b) of applicable, has access to and the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer ingress and egress over, to and from public roads or refusal to acquire any such rights; (ii) except for matters addressed by the payment through easements or other rights of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting way bounding such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of (B) such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as is served by water, sewer, sanitary sewer and storm drain facilities and other utilities reasonably adequate in all material respects to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of service such Leased Real Property for its current uses, and (C) all utilities necessary to the continued use and enjoyment of each Leased Real Property are located either in the public right of way abutting such Leased Real Property (which are connected so as to serve such Leased Real Property without passing over any other property) or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable in recorded perpetual easements serving such Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurred.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Leased Real Property. (a) Section 3.12(a2.1(d) of the Disclosure Schedule sets forth a true, correct lists the term of the Acquired Leases and complete list the rent payable thereunder. With respect to the Acquired Leases listed in Section 2.1(d) of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correctDisclosure Schedule: (i) except as set forth on Section 2.1(d) of the Group Companies Disclosure Schedule, none of the Acquired Leases have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereofbeen modified; (ii) each Leased Real Property is in good operating condition except for Permitted Liens and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Subleases listed on Section 3.12(b2.1(d) of the Disclosure Schedules includes a trueSchedule, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has Sellers have not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust, or otherwise encumbered in any material respect any interest in all or any portion of any Acquired Lease or Store, nor entered into any license agreements, concession agreements or other similar agreements for use or occupancy of space in or at any of real property leased under such leasehold interestAcquired Leases; (iii) no Contractual Obligations (other than the Acquired Leases and the Acquired Contracts) shall exist that would give rise to a claim or Lien against a Store after the Final Closing Date applicable to such Store; (iv) Sellers shall not be aware of, and there are no options or rights of first offer or refusal have not received any notices of, environmental violations relating to acquire any such rightsthe Stores; (iiv) neither of the Stores leased under the Acquired Leases have been operated nor maintained, and are not presently, in violation of applicable Laws in any manner that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vi) the Sellers have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and has operated in compliance with the terms of such approvals except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material have, individually or in the aggregate, a Material Adverse Effect; (vii) there are no pending or threatened condemnation proceedings or actions relating to the Leased Real Property property subject to the applicable Lease, there is no existing monetary default or material non-monetary default Acquired Leases; (beyond applicable viii) the Sellers have not given notice and cure periods) on the part of any Group Company under any Leases, or on the part of to any landlord thereunderunder the Acquired Leases waiving, and no Group Company has received written notice from exercising or indicating that they will or will not be exercising any landlord thereunder of any default that remains uncured extension or any event or circumstance that with the passage of time would become a default that remains uncuredrenewal option; and (iiiix) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate Stores operated in connection with the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Acquired Leases are in full force and effect.
(c) As to each Leased Real Property: (i) Group Company has received written notice of any eminent domain, condemnation, or similar taking proceedings, and no such proceedings are threatened in writing; and (ii) no Group Company has received written notice that the Leased Real Property is not in compliance presently supplied with applicable building, zoning, subdivision, health and safety utilities and other land use laws, including The Americans with Disabilities Act services necessary for the operation of 1990, said Stores as amended, and all insurance requirements affecting such Leased Real Property, other than violations that have been cured, except in each case as would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon.
(d) No Group Company has given or received any written default notice (excluding any default notices as to which the default referenced therein has been cured or that would not reasonably be expected to adversely affect in any material respect the use or occupancy of such Leased Real Property or the operations of the Business thereon) under any declaration of covenants, conditions and restrictions, reciprocal easement agreements, party wall agreements or similar instruments governing or affecting the use, operation, maintenance, management or improvement of the applicable Leased Real Property.
(e) With respect to the “Tenant Retained Parcel” (as defined operated in the Master Lease): (i) the Company has not completed the Subdivision or delivered a Subdivision Completion Notice, (ii) the Company’s Repurchase Right and Tenant ROFO (each as defined in the Master Lease) remains in full force and effect, (iii) as Ordinary Course of the date hereof, except as set forth on Section 3.12(e) of the Disclosure Schedule, there is no TRP Sublease (as defined in the Master Lease); (iv) the Landlord Purchase (as defined in the Master Lease) has not occurredBusiness.
(f) Neither Sellers nor the Purchased Entities own any real property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Fao Inc)