Leased Real Property. (a) Sellers do not own any fee interest in any real property. (b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) the applicable Seller is not 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 such Seller has paid all rent due and payable under such Lease; (iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or (v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty. (d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller The Company has made available to Pegasus true, correct and used in or necessary for the conduct complete copies of the Business as currently conducted Contracts (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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all modifications, amendments, extensions guarantees, supplements, waivers, extensions, renewals, guaranties side letters and other agreements with respect thereto, ) pursuant to which such Seller holds the Company or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) Leased Real Property in respect of which the Company or any of its Subsidiaries are required to pay €250,000 or more annually in rent (the "Material Leased Real Property") or is otherwise a party with respect to the Material Leased Real Property (the "Leases"). Each Lease is in full force and effect and is a valid, legal and binding obligation of the Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the Company's knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. Neither the Company nor its Subsidiaries has a sublease, license or other Contract granting to any Person the right to use or occupy any Leased Real Property (collectivelyor any portion thereof. To the knowledge of the Company, neither the “Leases”). The Sellers have delivered to Buyer a true and complete copy Company or any of each Lease. With respect to each Lease:
(i) such its Subsidiaries nor any other party under any Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not in material breach or default under such Lease, any 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 material breach or default, and such Seller has paid all rent due and payable default under such Lease;
(iii) any Lease or would permit the applicable Seller has not received nor given termination thereof by any written notice party of any default or event Lease. Neither the Company nor any of its Subsidiaries that with notice or lapse of timeis a party to a Lease has assigned, transferred, conveyed, mortgaged, deed in trust, encumbered, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, collaterally assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold other security interest in any Leased Real PropertyLease or any interest therein.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 2 contracts
Sources: Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.), Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.)
Leased Real Property. (a) Sellers do not own The Company has no fee interest, purchase options or rights of first refusal in any fee real property and the Company has no leasehold or other interest in any real property.
, except as set forth on SCHEDULE 2.11 (b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”"LEASED REAL PROPERTY"), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), leases including all amendments, extensions renewalsmodifications, guaranties and other agreements with respect theretoextensions, pursuant to which such Seller holds any Leased Real Property renewals and/or supplements thereto (collectively, the “Leases”)"REAL PROPERTY LEASES") are described on SCHEDULE 2.11. The Sellers have delivered to Buyer a true and complete copy of Real Property Leases. The Company is the sole tenant under, and has a valid and existing leasehold interest in, each parcel of Leased Real Property pursuant to the respective Real Property Lease. With respect to each Lease:, which interest is free and clear of all Liens except Permitted Liens.
(ib) such To Sellers' knowledge, there are no facts, circumstances, events or conditions which would now, or with the giving of notice or passage of time may, in any way materially and adversely affect the Leased Real Property and/or the Company's use or operations thereat.
(c) Each Real Property Lease is valid, binding, enforceable binding and in full force and effect, effect and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;enforceable in accordance with its respective terms.
(iid) There are no existing defenses or offsets which any landlord under any Real Property Lease (individually, a "LANDLORD"; collectively, the applicable Seller is not in breach "LANDLORDS") has now, or default under such with the giving of notice or passage of time may have, against the enforcement by the Company of any Real Property Lease, and no event has neither the Company nor, to Sellers' knowledge, any Landlord, is in default under any applicable Real Property Lease, nor have any events, conditions, facts or circumstances occurred or circumstance exists which, with the delivery giving of notice, notice or passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable default under such Lease;
(iii) applicable Real Property Lease by the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of timeCompany, or both, would constitute a default by such Seller under any of the Leases andnor, to the Knowledge of SellerSellers' knowledge, no other any Landlord party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Preferred Employers Holdings Inc), Stock Purchase Agreement (Preferred Employers Holdings Inc)
Leased Real Property. (ai) Sellers do Ibis does not own any fee interest in real property and the ownership of any real property is not necessary for the operation of the Business. Ibis does not lease, sublease, license or otherwise grant any Person the right to use any real property. Neither Isis nor any of its Affiliates leases, subleases, licenses or occupies any real property used or occupied by, or necessary for the operation or conduct of, the Business.
(bii) Schedule 4.10(b5.1(w)(ii) sets forth the names of the lessor and lessee, the address of each parcel of real property leased used by each Seller and used in or necessary for the conduct of the Business as currently conducted Ibis (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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions licenses and other agreements (whether written or oral)) (collectively, including all amendments“Leases”) for each such Leased Real Property. None of the Leases is a ground lease. Ibis and Isis have delivered to AMI a true and complete copy of each such Lease document, extensions renewalsand in the case of any oral Lease, guaranties and other agreements with respect theretoa written summary of the material terms of such Lease. Ibis does not own any structures, pursuant to which such Seller holds improvements or fixtures located on any Leased Real Property (collectively, “Leasehold Improvements”) and no Leasehold Improvements other than those provided to Ibis under the “Leases”). The Sellers have delivered Corporate Services Agreement are material to Buyer a true and complete copy the operation of each Lease. With respect to each Lease:the Business.
(iiii) Each such Lease is legal, valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;.
(iiiv) the applicable Seller Neither Ibis nor, to Isis’ or Ibis’ Knowledge, any other party to a Lease is not 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, would could reasonably be expected to constitute such a breach or default, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
(iii) Lease and neither Ibis nor Isis has received notice that the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or is in violation of any portion thereof; orApplicable Law.
(v) the applicable Seller 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 pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest been redeposited in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operatedfull. Neither the whole Ibis nor any material portion of other Person owes any Leased Real Property has been damaged brokerage commissions, finder’s fees, free rent or destroyed by fire or other casualtyallowances with respect to such Lease.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 2 contracts
Sources: Call Option Agreement (Isis Pharmaceuticals Inc), Stock Purchase Agreement (Isis Pharmaceuticals Inc)
Leased Real Property. (aSection 4.8(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) of the Seller Disclosure Letter sets forth each parcel a true and correct list, as of the Effective Date, of all real property leased by or subleased to (x) a Purchased Company or (y) an Asset Seller that is primarily used or held for primary use in the Business, excluding in each Seller and used in or necessary for the conduct of the Business as currently conducted case all such real property that constitutes a Separation Asset (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 paid in connection therewith, collectively, the “Leased Real Property”), ” and a true such leases and complete list of all leases, subleases, licenseseach as amended to date, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to under which such Seller holds any the Leased Real Property (collectivelyis leased or subleased, the “Leases”). The Sellers have delivered Parent has made available to Buyer a Purchaser true and complete copy correct copies of each Lease. With respect to each Lease:
(i) such Lease is valid, binding, enforceable and in full force and effecteffect in all material respects and is valid and enforceable by an Asset Seller or a Purchased Company, as applicable, and, to the Knowledge of Parent, each other party thereto, in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and such Seller enjoys peaceful similar laws affecting the enforcement of creditors’ rights generally and undisturbed possession of the Leased Real Propertyto general equitable principles;
(ii) the applicable no Asset Seller or Purchased Company is not in breach or default under such Leaseof or noncompliance with, and no event or has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default breach, default, noncompliance or event that that, with notice or lapse of time, or both, would constitute a default by such a Purchased Company or Asset Seller under any such Lease, except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability of the Leases Purchased Companies and the Asset Sellers, taken as a whole, or otherwise be material to the Business, taken as a whole; and,
(iii) to the Knowledge of SellerParent, no other party to such Lease is in breach or default thereofof such Lease, except for any such breaches or defaults that would not reasonably be expected, individually or in the aggregate, to result in a material Liability owed to the Purchased Companies and no party the Asset Sellers, taken as a whole, or otherwise be material to any Lease has exercised any termination rights with respect thereto;the Business, taken as a whole.
(ivi) All buildings, structures, fixtures, building systems, equipment and other improvements located on the applicable Seller has not subleased, assigned or otherwise granted to any Person Owned Real Property and the right to use or occupy such Leased Real Property have received all necessary Permits required in connection with the use thereof being made as of the Effective Date and (ii) to the Knowledge of Parent, there are no Actions pending or threatened under any portion thereof; or
(v) the applicable Seller has not pledgedcondemnation, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances zoning, eminent domain, land-use or other governmental Law applicable to the Owned Real Property or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could in each case except as would not reasonably be expected to adversely affect be, individually or in the ability to operate the Leased Real Property as currently operated. Neither the whole nor any aggregate, material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedBusiness.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Stanley Black & Decker, Inc.), Stock and Asset Purchase Agreement (Newell Brands Inc)
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased All Real Property Leases are valid, binding and enforceable by each Seller and used in against the Company or necessary for its relevant Subsidiary, and, to the conduct Knowledge of 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 paid in connection therewith, collectivelyCompany, the “Leased Real Property”), other parties thereto and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Lease is valid, binding, enforceable and are in full force and effect, and no written notice to terminate, in whole or part, any of such Seller Real Property Leases has been delivered to the Company or any of the other Debtors (nor, to the Knowledge of the Company, has there been any indication that any such notice of termination will be served). Other than as a result of the filing of the Chapter 11 Cases (or any other agreed Implementation Mechanism), neither the Company nor any of the other Debtors nor, to the Knowledge of the Company, any other party to any material Real Property Lease is in default or breach, except to the extent any such default or breach, individually or in the aggregate, would not materially impair the ability of the Debtors (taken as a whole) to operate in the ordinary course of business. Other than as a result of the filing of the Chapter 11 Cases (or any other agreed Implementation Mechanism), no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or material default under any Real Property Leases by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto. Each of the Debtors enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not in breach or default under all 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) Leases, other than Real Property Leases in respect of which the applicable Seller has failure to enjoy peaceful and undisturbed possession would not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the materially interfere with its ability to operate the Leased Real Property conduct its business as currently operated. Neither conducted or, individually or in the whole nor aggregate, materially detract from the value of, or, individually or in the aggregate, materially impair the use or operation of, any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary subject to conduct any Real Property Leases. The Company and each of the Business as currently conductedother Debtors that is either the tenant or licensee named under each Real Property Lease has a good and valid leasehold interest in each real property subject to a Real Property Lease. To the Knowledge of the Company, there are not any pending, or threatened, condemnation proceedings or changes in legally permitted uses related to any of the Real Property Leases.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Valaris PLC), Backstop Commitment Agreement (Valaris PLC)
Leased Real Property. (aSection 2.10(b) Sellers do not own any fee interest in of the Seller Disclosure Letter sets forth a list of all leases, subleases, licenses and/or occupancy agreements for any real property.
property pursuant to which a Transferred Entity is a tenant, subtenant, licensee, occupant, lessor or sublessor, excluding any such leases involving annual rental payments of less than $250,000 that are not for a manufacturing facility and any leases that are not for a manufacturing facility that have a term of one year or less or that are terminable by such Transferred Entity at any time upon notice within one year or less without any penalty (b) Schedule 4.10(b) sets forth each each, a “Real Property Lease” and collectively, the “Real Property Leases,” and the parcel of real property leased by each Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating respect thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Leaseparcel of Leased Real Property:
(i) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real PropertyProperty has been maintained in all material respects in accordance with the applicable Real Property Lease;
(ii) the applicable Seller is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party security deposit or portion thereof deposited with respect to any Real Property Lease has exercised any termination rights with been applied in respect theretoof a breach or default under such Real Property Lease which has not been redeposited in full;
(iviii) to the applicable Seller has not subleasedKnowledge of Seller, assigned there are no condemnation or otherwise granted to any Person expropriation claims pending or threatened in writing against or affecting the right to use or occupy such Leased Real Property or any portion thereof; orthereof or interest therein;
(iv) neither Seller nor any of its Affiliates (including any Transferred Entity) owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease;
(v) the applicable neither Seller nor any of its Affiliates (including any Transferred Entity) has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other security interest in such Real Property Lease or any Leased Real Property.interest therein; and
(cvi) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any and each Transferred Entity’s use and operation thereof complies in all material portion of any Leased Real Property has been damaged or destroyed by fire or other casualtyrespects with all insurance requirements applicable to said buildings and improvements.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 2 contracts
Sources: Purchase Agreement (Silgan Holdings Inc), Purchase Agreement (WestRock Co)
Leased Real Property. (aSection 3.14(b) Sellers do not own any fee interest of the Company Disclosure Letter contains a true, correct and complete list, as of the Agreement Date, of all of the existing leases, subleases, licenses or other Contracts pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property.
(b) Schedule 4.10(b) sets forth each parcel property that provide for payments by the Company in excess of $1,000,000 per annum, excluding any Contract for the use of real property leased that is terminable by each Seller and used in any party thereto without penalty on ninety (90) days’ or necessary for the conduct of the Business as currently conducted less notice (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 paid in connection therewith, collectivelysuch property, the “Leased Real Property”),” and each such lease, and sublease, license or other agreement, a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “LeasesLease”). The Sellers have delivered Company has made available to Buyer a true Parent true, correct and complete copy copies of each all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each Lease:
Lease and except as would not have a Company Material Adverse Effect, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) no Company Group Member has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. Except as would not have a Company Material Adverse Effect, the Company or its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is validin material breach of or default pursuant to any Lease. Except as set forth in Section 3.14(b) of the Company Disclosure Letter or as would otherwise not have a Company Material Adverse Effect, binding, enforceable with respect to each of the Leases: (A) each Company Group Member’s possession and in full force and effect, and such Seller enjoys peaceful and undisturbed possession quiet enjoyment of the Leased Real Property;
Property under such Lease has not been disturbed; (iiB) neither the applicable Seller Company Group nor any other party to the Lease is not in breach or default under such Lease, and and, to the Knowledge of the Company, 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, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
; and (iiiC) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party to such Lease is in default thereofnot an Affiliate of, and no party to otherwise does not have any Lease has exercised any termination rights with respect thereto;
(iv) economic interest in, the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real PropertyCompany Group.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (STAMPS.COM Inc)
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b3.7(b) sets forth the address of each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions Leases (other than the Intercompany Leases and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other excluding immaterial agreements with respect thereto, pursuant to which or supplemental thereto that do not amend any economic terms or material non-economic terms of the Lease) for each such Seller holds any Leased Real Property (collectivelyother than any Inland Real Property), including the “date and name of the parties to such Leases”). The Sellers have Company has delivered to Buyer a true and complete copy of each Leasethe written Leases. With To the Knowledge of Seller, there are no oral Leases for any Leased Real Property (other than any Inland Real Property). Except as set forth in Schedule 3.7(b), with respect to each Lease:
of the Leases: (i) such Lease constitutes the valid and legally binding obligation of the Company or the Company Subsidiaries, as the case may be, and enforceable in accordance with its terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (B) is validsubject to general principles of equity (whether considered in a proceeding at Law or in equity), binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
; (ii) neither the applicable Seller Company or any Company Subsidiary nor, to the Knowledge of Seller, any other party to such Lease is not 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, would constitute such a breach or default, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
, except, in each case, where such breach, default or event would not reasonably be expected to, individually or in the aggregate, materially impair the business or operations of the Target Companies, taken as a whole, or would reasonably be expected to result in a cross default with any Existing Loan; (iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party to such Lease is in default thereofnot an Affiliate of, and no party to otherwise does not have any Lease has exercised economic interest in, the Company or any termination rights with respect thereto;
Company Subsidiary; (iv) except for any Permitted Lien and any Intercompany Leases, the applicable Seller Company or any Company Subsidiary has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereofthereof except as set forth on Schedule 3.7(b); or
(v) to the applicable Knowledge of Seller and except in connection with any Existing Loans, the Company or any Company Subsidiary has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other security interest in such Lease or any Leased Real Property.
interest therein; and (cvi) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ KnowledgeKnowledge of Seller, threatened condemnation proceedings affecting there are no Liens created by any Target Company on the Leased Real Property, estate or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or interest created by such Lease other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualtythan Permitted Liens.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Purchase and Sale Agreement (DigitalBridge Group, Inc.)
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b4.19(i) sets forth each parcel (whether as lessee, sublessee, lessor or sublessor) a list of all leased real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectivelysuch real property, the “Leased Real Property”)) to which the Company or any of its Subsidiaries is a party or by which such entity is bound, in each case, as of the date hereof. Any lease or agreement listed on Schedule 4.19(i) is referred to individually as a “Lease”, and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, collectively as the “Leases”), and any lease or agreement listed on Schedule 4.19(ii) is referred to individually as a “Material Lease”, and collectively as the “Material Leases”. The Sellers have delivered Leased Real Property subject to Buyer the Material Leases shall be referred to as the “Material Leased Real Property.” The Company or a true Subsidiary has a valid leasehold interest in all Material Leased Real Property free and complete copy clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 4.19(iii), each Lease. With respect to each Lease:
(i) such Material Lease is validvalid and binding on the Company or the Company’s Subsidiary, bindingas applicable, enforceable and, to the Company’s Knowledge, on the other parties thereto and is in full force and effect. Except as set forth on Schedule 4.19(iii), and such Seller enjoys peaceful and undisturbed possession neither the Company nor any Subsidiary has received any written notice of the Leased Real Property;
(ii) the applicable Seller is not in breach or default under such any Material Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage lapse of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases andCompany or its Subsidiaries. To the knowledge of the Company, no Owned Real Property is subject to any governmental decree or order to be sold or is being condemned or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge knowledge of Sellerthe Company, no other party is has any such condemnation or taking been proposed, except in default thereofeach case as would not, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) individually or in the applicable Seller has not subleasedaggregate, assigned have or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect have a Material Adverse Effect.
(b) All plants, warehouses, distribution centers, structures and other buildings on the ability to operate the Owned Real Property or Material Leased Real Property are adequately maintained for the business of the Company and its Subsidiaries as currently operatedconducted thereon, normal wear and tear excepted. Neither the whole execution of this Agreement nor the consummation of the transactions contemplated hereby will require any material portion consent of any Leased Real Property has been damaged or destroyed by fire or other casualtyPerson pursuant to any Material Lease, except as set forth on Schedule 4.19(ii).
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (United Rentals North America Inc)
Leased Real Property. (aSection 3.15(b) Sellers do not own any fee interest in any of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of the street addresses of each material leased real property.
(b) Schedule 4.10(b) sets forth each parcel , pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy any material real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectivelysuch property, the “Leased Real Property”),” and each such lease, and a true and complete list of all leasessublease, subleaseslicense or other agreement, licenses, concessions and other agreements (whether written or oral), including together with all amendments, extensions modifications, extensions, renewals, guaranties and other agreements guarantees with respect thereto, pursuant to which such Seller holds any material Leased Real Property (Property, collectively, the “Leases”, and each a “Lease”). The Sellers have delivered to Buyer a true True, correct and complete copy copies of each Lease. With respect Lease have been made available to Parent, and, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease:
(i) such Lease is valid, binding, enforceable and in full force and effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Lease, (i) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (ii) there are no liens (other than Permitted Liens) on the estate or interest created by such Seller enjoys peaceful and undisturbed possession Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Leased Real Property: (i) the Company and/or any of its Subsidiaries have valid leasehold estates in the Leased Real Property;
, free and clear of all liens (other than Permitted Liens); (ii) to the applicable Seller is not in breach or default Knowledge of the Company, the Company and/or its Subsidiaries have substantially performed all obligations required to be performed under such Leasethe Leases, as of the date hereof, and no event has occurred (whether with or circumstance exists which, with the delivery of without notice, passage lapse of time or both, both or the happening or occurrence of any other event) that would constitute such a breach default on the part of Company or defaultany of its Subsidiaries under any Lease, and such Seller neither Company nor any of its Subsidiaries has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any such default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, condition; (iii) to the Knowledge of Sellerthe Company, there are no other party is in default thereof, contractual or legal restrictions that preclude or materially restrict the ability to use the Leased Real Property by Company or any of its Subsidiaries for the current use of such Leased Real Property; and no party to any Lease has exercised any termination rights with respect thereto;
(iv) each and every Lease is valid and binding in accordance with its terms and will be valid and binding subject to proper authorization and execution of such Lease by the applicable Seller has not subleasedother party thereto, assigned to the extent that such authorization or otherwise granted execution of such Lease by the other party thereto is required, and the application of any bankruptcy or other creditor’s rights laws. Except as set forth on Section 3.15(b) of the Company Disclosure Letter, there are no subleases, licenses or similar agreements (each, a “Sublease”) granting to any Person Person, other than the Company or any of its Subsidiaries, any right to use or occupy such Leased the Owned Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (aSection 3.14(b) Sellers do not own of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any fee interest of its Subsidiaries leases, subleases, licenses, uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 35,000 square feet (such property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, and a true correct and complete list copies of all leasesLeases (including all material modifications and amendments thereto). Except as set forth in Section 3.14(b) of the Company Disclosure Letter, there are no subleases, licenses, concessions and occupancy agreements or other agreements (whether written contractual obligations by the Company or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds its Subsidiaries that grant the right of use or occupancy of any Leased Real Property (collectivelyin excess of 35,000 square feet to any Person other than the Acquired Companies, and there is no Person in possession of any Leased Real Property other than the “Leases”)Acquired Companies. The Sellers have delivered Except as would not, individually or in the aggregate, reasonably be expected to Buyer be material to the Company and the Subsidiaries of the Company taken as a true and complete copy of each Lease. With respect to each Lease:
whole, (i) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances); (ii) neither the Company nor any of its Subsidiaries is in breach of or default pursuant to any Lease, nor, to the Knowledge of the Company, does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller Company has not subleased, collaterally assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold other security interest in any Leased Real Propertysuch Lease or any interest therein.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Alteryx, Inc.)
Leased Real Property. (aSection 3.18(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) of the Company Disclosure Schedules sets forth each parcel a true and complete list of all real property leased leased, subleased, licensed, conceded or similarly used or occupied by each Seller and used in or necessary for the conduct any of the Business as currently conducted Group Companies (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 paid in connection therewith, collectively, the “Leased Real Property”). Each Real Property Lease: (i) is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, (ii) is fully and unconditionally enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and (iii) relates to a Leased Real Property used by the applicable Group Company party thereto in the performance and conduct of their respective businesses. There are no rights, events or circumstances which (with or without taking other action) would entitle any third party, other than the Group Company, to exercise a right of entry to, or take possession of, all or any part of any Leased Real Property, or which would, in any other way, affect or restrict the exclusive continued physical possession, free enjoyment or use of any Leased Real Property, other than as provided in the relevant Real Property Lease or under applicable Law. There is no breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof by, any counterparty to any Real Property Leases, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies. The Group Companies’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has not been materially disturbed, and a true to the Company’s knowledge, there are no disputes, claims or demands, either pending or threatened in writing, with respect to any Real Property Lease, as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies. True and complete list copies of all leases, subleases, licenses, concessions and other agreements such Real Property Leases (whether written or oral), including all amendments, extensions extensions, renewals, guaranties and other agreements with respect thereto, pursuant ) under which the aggregate annual rental payments exceed €500,000 have been made available to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each LeaseIIAC. With respect to each Lease:
of the Real Property Leases: (i) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller Group Company has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
and (vii) the applicable Seller Group Company has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other security interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased such Real Property as currently operated. Neither the whole nor Lease or any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualtyinterest therein.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Business Combination Agreement (Investindustrial Acquisition Corp.)
Leased Real Property. Section 2.11(b) of the Disclosure Schedules lists all leases, subleases, licenses or other occupancies (athe “Real Property Leases”) Sellers do not own to which (x) a Transferred Company or any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of its Subsidiaries is a party as tenant for real property leased by each or (y) a member of the Seller and Group is a party as a tenant for real property that is primarily used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”). Except as would not reasonably be expected to materially impair, and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectivelywould not materially impair, the “Leases”). The Sellers have delivered to Buyer a true and complete copy present use, occupancy and/or operation of each Lease. With respect to each Lease:
such property, individually or in the aggregate, (i) such a Transferred Company or one of its Subsidiaries has, or, prior to Closing, will have, a valid leasehold interest in each real property subject to a Real Property Lease, free and clear of all Liens, other than Permitted Liens; (ii) each Real Property Lease under which a member of the Seller Group, Transferred Company or any of their Subsidiaries leases, subleases or otherwise occupies any real property is valid, binding, enforceable binding and in full force and effect, and such Seller enjoys peaceful and undisturbed possession effect (subject to the Enforceability Exceptions); (iii) no member of the Leased Real Property;
(ii) the applicable Seller is not Group, Transferred Company nor any of its Subsidiaries has violated in breach any material respect any provision of, or default under such Lease, and no event has occurred taken or circumstance exists failed to take any act which, with the delivery of or without notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a material default by such Seller under the provisions of any of the Leases andReal Property Lease; (iv) there are no existing, pending or, to the Knowledge of Sellerthe Sellers, threatened expropriation, condemnation, eminent domain or similar proceedings, litigation, claims, actions, suits, proceedings, arbitrations, investigations or administrative actions affecting any of the Leased Real Property; (v) to the Knowledge of the Sellers, the Seller Group, the Transferred Companies and their Subsidiaries have performed in all material respects all material obligations required to be performed by them under the Real Property Leases; (vi) there are no written or oral subleases, licenses, concessions or other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted contracts granting to any Person other than a Transferred Company or its Subsidiaries the right to use or occupy such any Leased Real Property or any portion thereof; or
(vvii) the current uses of the Leased Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Seller has not pledgedlaw, mortgaged or otherwise granted an Encumbrance on its leasehold interest in each case, in any material respect (whether or not permitted on the basis of nonconforming use, waiver or variance), and (viii) no Transferred Company, nor any Subsidiary thereof, has made application for any variance or amendment to zoning by-laws or official plans in respect of the Leased Real Property and the Sellers have no knowledge of any proposed or pending changes to any zoning regulation or official plan affecting the Leased Real Property which would materially impact the current uses of such Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Securities Purchase Agreement (International Paper Co /New/)
Leased Real Property. (ai) Sellers do not own any fee interest in any real property.
(bSection 3.11(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and Disclosure Schedule contains a true and complete list of all leases, subleases, licenses, concessions subleases and other oral or written occupancy agreements and any modifications or amendments thereof under which the Acquired Company or a Subsidiary of the Acquired Company is either lessor or lessee (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”) identifying the date of the Lease, the location of such real property and the name of any other party thereto (the “Real Property”). The Sellers have delivered Seller has Made Available to Buyer a true true, correct and complete copy of each every Lease. With respect to each Lease:
(i) such Each Lease is validvalid and enforceable in accordance with its terms (except as such enforceability may be limited by (a) bankruptcy, bindinginsolvency, enforceable and in full force and effectreorganization, moratorium or similar Laws affecting or relating to creditors rights generally, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(iib) the applicable Seller availability of injunctive relief and other equitable remedies). Neither the Acquired Company nor any of its Subsidiaries is not in breach default in the performance, observance or default under such Leasefulfillment of any obligation, covenant or condition contained in the Leases, nor to the Knowledge of Seller, is any other party thereto, and to the Knowledge of Seller, no event has occurred which with or circumstance exists which, with without the delivery giving of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a material default or event of default thereunder by such Seller under the Acquired Company or any of its Subsidiaries. Neither the Leases andAcquired Company nor any of its Subsidiaries has received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease, which has not been fully remedied and withdrawn. There are no other parties occupying, or, to the Knowledge of Seller, no other party is in default thereofwith a right to occupy, and no party the Real Property. Neither the Acquired Company nor any of its Subsidiaries owes any brokerage commissions or finders fees with respect to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or would owe any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest such fees if any existing Lease were renewed pursuant to any renewal options contained in any Leased Real Propertysuch Lease.
(cii) No Seller has received written notice The Real Property is in good operating condition and repair in all material respects, and to the Knowledge of Seller, the Real Property is free from material structural, physical and mechanical defects, ordinary wear and tear excepted. To the Knowledge of Seller, neither the operation of the Acquired Company or any of its Subsidiaries on the Real Property nor such Real Property, including the improvements thereon, violates in any material respects any applicable building code, zoning requirement or similar Laws relating to such property or operations thereon, and any such non violation is not dependent on so called non-conforming use exceptions.
(iii) To the Knowledge of Seller, (i) violations there are no Laws or Orders now in existence or under active consideration by any Governmental Entity which could require the tenant of building codes and/or zoning ordinances any Real Property to make any expenditure in excess of $25,000 to modify or other governmental or regulatory Laws affecting the Leased improve such Real PropertyProperty to bring it into compliance therewith, and (ii) existing, pending or, neither the Acquired Company nor any of its Subsidiaries shall be required to expend more than $25,000 per Lease to restore the Real Property at the end of the term of the applicable Lease to the Sellers’ Knowledge, threatened condemnation proceedings affecting condition required under the Leased Real Property, or Lease (iii) existing, pending or, to assuming the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased conditions existing in such Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner date hereof and as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedClosing).
Appears in 1 contract
Leased Real Property. (ai) Sellers do not own Neither the Company nor any fee interest in of its Subsidiaries owns any real property.
(bii) Set forth on Company Disclosure Schedule 4.10(b3.1(l)(ii) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and is a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property and the leases under which such Leased Real Property is leased, subleased or licensed (collectively, the “Leases”). The Sellers have delivered Company has made available to Buyer Parent complete copies of all Leases. The Company is not a true party to any lease, license, assignment or similar arrangement under which it is a lessor, licensor or assignor of, or otherwise makes available for use by any third party of, any portion of the Leased Real Property, and complete copy the Company is not in material violation of each Leaseany zoning, building, safety or environmental requirement of Applicable Law with respect to such Leased Real Property. With respect to each Lease:
, (i) such the Lease is valida legal, bindingvalid and binding obligation of the Company, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) neither the applicable Seller Company nor, to the Knowledge of the Company, any other party to such Lease, is not in breach or default under such Lease, and to the Knowledge of the Company no event has occurred or circumstance exists which, with the delivery of notice, passage notice or lapse of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable default under such Lease;, (iii) each Lease will continue to be legal, valid and binding in accordance with its terms immediately following the Closing, except as may result from actions that may be taken following the Closing, (iv) no transaction contemplated by this Agreement or the Transaction Documents requires the consent of any other party to such Lease and will not result in the right of any landlord under such Lease to terminate or modify it or increase the rent or security thereunder, (v) to the Knowledge of the Company, there is Back to Contents no material commitment to or agreement with any Government Authority affecting the Leased Real Property related thereto, except for Permitted Encumbrances and (vi) the Company does not owe any brokerage commissions or finder's fees with respect to any such Lease which is not paid or accrued in full as a current liability reflected in the Financial Statements.
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to To the Knowledge of Sellerthe Company, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 is in good condition and repair (reasonable or destroyed by fire or other casualtyordinary wear and tear excepted).
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Applera Corp)
Leased Real Property. (a) Sellers do Seller does not own any fee interest in real property of any kind and Seller is not a party to any agreement or option to purchase any real propertyproperty or interest therein.
(b) Schedule 4.10(bSCHEDULE 3.12(b) sets forth the address of each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Leases for each such Seller holds any Leased Real Property (collectively, including the “Leases”date and name of the parties to such Lease document and a list of each amendment thereto). The Sellers have Seller has delivered to Buyer a true and complete copy of each Leasesuch Lease (including all amendments thereto). With respect to each LeaseLeased Real Property:
(i) such Lease is legal, valid, binding, enforceable and in full force and effect, effect and such Seller enjoys peaceful has a valid and undisturbed possession subsisting leasehold estate in and the right to non-disturbance and quiet enjoyment of the Leased Real PropertyProperty subject to the Lease for the full term thereof;
(ii) except for the applicable consents listed in SCHEDULE 3.03(a), the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect 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, there are no disputes with respect to such Lease and no event has occurred and no condition exists that would interfere with the Buyer's quiet enjoyment and use of the Leased Real Property following the Closing in the manner that it is currently used in the Business;
(iv) Neither Seller nor, to Seller's Knowledge, any other party to the Lease is not in breach of or default under such Lease, and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage of time or both, would constitute such a breach or default, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
(iiiv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full;
(vi) Seller does not owe, and will not owe in the future, any brokerage commissions or finder's fees 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 assigned, subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof;
(ix) Seller has not collaterally assigned or granted any other Lien in such Lease or any interest therein; and
(x) there are no Liens on the estate or interest created by such Lease other than Permitted Liens.
(c) Except for the Mexican Facilities, the Leased Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the Business.
(d) To the Knowledge of Seller, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including but not limited to the roof, foundation, load-bearing walls, and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm, and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring, and cable installations, included in the Leased Real Property (the "IMPROVEMENTS") are in good condition and repair (subject to normal wear and tear) and sufficient for the operation of Seller's Business as currently conducted and as proposed to be conducted. To the Knowledge of Seller, all Improvements have been maintained periodically and regularly in compliance with manufacturer's recommendations, and in compliance with the standards of the trade and industry pertaining thereto. To the Knowledge of Seller, there are no structural deficiencies, patent defects or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of Seller's Business as currently conducted thereon or as proposed to be conducted.
(e) There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Seller, threatened, affecting any parcel of Leased Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or, to the Knowledge of Seller, threatened, relating to the ownership, lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the Business as currently conducted thereon.
(f) To the Knowledge of Seller, the Leased Real Property is in compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including but not limited to the Americans with Disabilities Act of 1990, as amended, Environmental, Health, and Safety Requirements, and all insurance requirements affecting the Leased Real Property (collectively, the "REAL PROPERTY LAWS"), and the current use and occupancy of the Leased Real Property and operation of Seller's business thereon do not violate any Real Property Laws. Seller has not received nor given any written notice of violation of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases Real Property Law and, to the Knowledge of Seller, there is no other party Basis for the issuance of any such notice or the taking of any action for such violation. To the Knowledge of Seller, there is no pending or anticipated change in default thereofany Real Property Law that will materially impair the ownership, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleasedlease, assigned or otherwise granted to any Person the right to use or occupy such occupancy of any Leased Real Property or any portion thereof; orthereof in the continued operation of Seller's Business as currently conducted thereon.
(vg) To Seller's Knowledge, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the applicable Commerce City Facilities have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon and as contemplated to be conducted. To Seller's Knowledge, each such utility service enters the Commerce City Facilities from an adjoining public street or valid private easement in favor of the supplier of such utility service or appurtenant to the Commerce City Facilities, and is not dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Commerce City Facilities.
(h) All certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the "REAL PROPERTY PERMITS") of all Governmental Authorities, board of fire underwriters, association or any other entity having jurisdiction over the Commerce City Facilities that are required or appropriate to use or occupy the Commerce City Facilities or for Seller's operation of the Business as currently conducted thereon have been issued and are in full force and effect. SCHEDULE 3.12(i) lists all Real Property Permits held by Seller with respect to the Commerce City Facilities. Seller has delivered to Buyer a true and complete copy of all Real Property Permits. Seller has not pledgedreceived any notice from any Governmental Authority threatening a suspension, mortgaged revocation, modification or otherwise granted an Encumbrance on its leasehold interest cancellation of any Real Property Permit and, to the Knowledge of Seller, there is no Basis for the issuance of any such notice or the taking of any such action. The Real Property Permits are transferable to Buyer without the consent or approval of the issuing Governmental Authority or entity; no disclosure, filing or other action by Seller is required in connection with such transfer; and Buyer shall not be required to assume any Leased additional liabilities or obligations under the Real PropertyProperty Permits as a result of such transfer.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ To Seller's Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate none of the Leased Real Property or any portion thereof is located in a flood hazard area (as currently operated. Neither defined by the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualtyFederal Emergency Management Agency).
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Asset Purchase Agreement (Phoenix Footwear Group Inc)
Leased Real Property. Except as would not, individually or in the aggregate, be material to the Group Companies, taken as a whole, and with respect to clause (a) Sellers do not own any fee interest in any real property.
and this clause (b), (a) Schedule 4.10(b) sets forth each parcel Group Company has valid leasehold estates or contractual rights of occupancy in respect of all real property leased which are subject to Real Property Leases by each Seller and used in or necessary for the conduct of the Business as currently conducted any Group Company (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 paid in connection therewith, collectively, the “Leased Real Property”)) free and clear of all Liens and defects and imperfections, and except Permitted Liens, (b) Section 5.18(b) of the Company Disclosure Schedule sets forth a true true, correct and complete list (including street addresses) of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property and Real Property Leases, (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(ic) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the Property and its current use, occupancy and operation do not violate in any material respects any applicable Seller is not in breach zoning, subdivision or default under such Leaseother land-use or similar applicable Laws, and no event Group Company has occurred made an application for re-zoning or circumstance exists which, land-use re-designation with the delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under respect to any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (iid) existing, pending or, the applicable Group Company has legal access to the Sellers’ Knowledge, threatened condemnation proceedings affecting and from the Leased Real Property, or (iiie) existingeach Real Property Lease is in full force and effect and is valid and enforceable against such Group Company and the other parties thereto, pending in accordance with its terms, and no Group Company or, to the Sellers’ KnowledgeCompany’s knowledge, any other party thereto has received written notice of any default under any Company Real Property Lease, (f) to the Company’s knowledge, as of the date of this Agreement, there does not exist any pending or threatened zoningcondemnation or eminent domain Action that affect any Group Company’s Rights-of-Way or Leased Real Property, building code (g) prior to the date of this Agreement, true, correct and complete copies of all Real Property Leases have been made available to SPAC, (h) to the Company’s knowledge, there are no outstanding defaults (or events which would constitute a default with the passage of time or giving of notice or both) under any Real Property Lease by any Group Company party thereto nor, any other moratorium proceedingsparty thereto, or similar matters which could reasonably be expected to adversely affect the ability to operate and (i) except as otherwise stated herein, the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property interests necessary to conduct for the Business operation of the business of the Group Companies as it is currently conductedbeing operated.
Appears in 1 contract
Sources: Business Combination Agreement (Arogo Capital Acquisition Corp.)
Leased Real Property. (a) Sellers do not own Neither the Company nor any fee interest in of its Subsidiaries owns any real property.
(b) Real Property. The Disclosure Schedule 4.10(b) sets forth each parcel lists all Real Property leased or subleased to the Company or any of real property leased by each Seller and used in or necessary for the conduct its Subsidiaries as of the Business as currently conducted date of this Agreement (together with all rights, title and interest the "LEASED REAL PROPERTY"). Neither the Company nor any of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, its Subsidiaries uses any Real Property other than the “Leased Real Property”). The Company has delivered to Parent true, and a true correct and complete list copies of all leases, subleases, licenses, concessions the leases and subleases (as amended to date) and other agreements (whether written or oral)for occupancy, including all amendments, extensions renewals, guaranties and other agreements modifications thereto as of the date of this Agreement with respect thereto, pursuant to which such Seller holds any each Leased Real Property (each, a "REAL PROPERTY LEASE" and, collectively, the “Leases”"REAL PROPERTY LEASES"). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Each Real Property Lease is legal, valid, bindingbinding and enforceable, enforceable and in full force and effect, provided that enforcement may be limited by bankruptcy, insolvency and such Seller enjoys peaceful other similar Laws of general application affecting the enforcement of creditors' rights generally, specific performance, injunctive relief and undisturbed possession other equitable remedies may be granted only in the discretion of the Leased a court of competent jurisdiction. There does not exist under any Real Property;
(ii) the applicable Seller is not in breach Property Lease any event of default or default under such Leaseevent or condition that, and no event has occurred after notice or circumstance exists which, with the delivery of notice, passage lapse of time or both, would constitute such a default, violation, breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) event of default thereunder on the applicable Seller has not received nor given any written notice part of any default the Company or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending Subsidiaries or, to the Sellers’ Knowledgeknowledge of the Company, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or any other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operatedparty thereto. Neither the whole Company nor any material portion of its Subsidiaries, as applicable, has assigned, transferred, conveyed, mortgaged, subleased, deeded in trust or encumbered any Leased of its interest in any of the Real Property has been damaged or destroyed by fire or other casualtyLeases.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (aSection 3.4(c) Sellers do not own any fee interest in any real property.
(b) of the Seller Disclosure Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, Leases pursuant to which such Seller holds Facilities are leased by any Leased Real Property (collectivelySeller, the “Leases”). The Sellers true and correct copies of which have been delivered to Buyer. Such Leases constitute all Leases, subleases or other occupancy agreements pursuant to which any Seller occupies or uses Facilities. Each Seller has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all leased property described in such Leases (the "Leased Property"), free and clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the termination of the Lease therefor by the lessor or otherwise adversely affect the rights of any Seller under any such Lease; provided, however, that the foregoing shall not prohibit the existence of preexisting mortgages of the Leased Property, to the extent that Buyer a true is the beneficiary of an enforceable, written non-disturbance agreement executed by the mortgagor and complete copy the mortgagee of each Leasesuch Leased Property, substantially in the form attached hereto as Exhibit 3.4(c). With respect to each Lease:
such parcel of Leased Property, (i) there are no pending or, to the knowledge of any Seller, threatened, condemnation proceedings relating to, or any pending or, to the knowledge of any Seller, threatened, Actions relating to, any Seller's leasehold interests in such Lease is validLeased Property or any portion thereof, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable no Seller is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases andnor, to the Knowledge of any Seller's knowledge, no any third party has entered into any sublease, license, option, right, concession or other party is in default thereofagreement or arrangement, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleasedwritten or oral, assigned or otherwise granted granting to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
thereof or interest therein, except in connection with a Permitted Encumbrance, and (viii) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No no Seller has received written notice of any pending or threatened special assessment relating to such Leased Property or otherwise has any knowledge of any pending or threatened special assessment relating thereto. With respect to each Lease listed in Section 3.4(c) of the Seller Disclosure Schedule, (i) violations of building codes and/or zoning ordinances or there has been no Default under any such Lease by any Seller or, to any Seller's knowledge, by any other governmental or regulatory Laws affecting the Leased Real PropertyPerson, (ii) existingthe execution, pending ordelivery and performance of this Agreement and the Noncompete Agreements and the consummation of the transactions contemplated hereby and thereby (including, without limitation, assignment of the Lease to Buyer) will not cause (with or without notice and with or without the Sellers’ Knowledgepassage of time) a Default under any such Lease, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existingto each Seller's knowledge, pending orsuch Lease is a valid and binding obligation of the lessor, is in full force and effect with respect to and is enforceable by the Sellers’ Knowledgeapplicable Seller in accordance with its terms, (iv) no action has been taken by any Seller, and to each Seller's knowledge 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 any Seller without such Seller's consent under any such Lease, (v) no Person has repudiated any term thereof or threatened zoningto any Seller to terminate, building code cancel or other moratorium proceedingsnot renew any such Lease and (vi) no Seller has assigned, transferred, conveyed, mortgaged or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor encumbered any material portion of interest therein or in any Leased Real Property has been damaged subject thereto (or destroyed by fire or other casualtyany portion thereof).
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (aSection 3.16(b) Sellers do not own of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any fee interest in of its Subsidiaries uses or occupies, or has the right to use or occupy, any real property (such property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
Lease and except as have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (ii) there are no liens (other than Permitted Liens) on the estate or interest created by such Lease; and (iii) each Lease is valida binding and valid obligation of the Company or Subsidiary party thereto and to the Knowledge of the Company, bindingthe other party thereto, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession accordance with its terms. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property;
, free and clear of all liens (iiother than Permitted Liens) and (iv) no consent or approval of, or notice to, any lessor under any Lease is required in connection with the applicable Seller consummation of the transactions contemplated hereby. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all liens (other than Permitted Liens). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is not in material breach of or default under such Lease, pursuant to any Lease and to the Knowledge of the Company 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse the passage of time, or both, would constitute a breach or default by such Seller under and Lease. Except as set forth on Section 3.16(b) of the Company Disclosure Letter, (x) there are no subleases, licenses or similar agreements (each, a “Sublease”) granting to any Person, other than the Company or any of the Leases andits Subsidiaries, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (iiy) existing, pending or, to the Sellers’ KnowledgeKnowledge of the Company there do not exist any actual or threatened actions or proceedings by any Governmental Authority or Person to take, threatened by condemnation proceedings affecting or otherwise, any of the Leased Real Property, and (z) neither the Company nor any Subsidiary is obligated under any agreement or (iii) existingis a party to, pending orany option, to the Sellers’ Knowledge, threatened zoning, building code right of first refusal or other moratorium proceedingscontractual (or other) right or obligation to purchase, acquire, sell, assign, convey or similar matters which could reasonably be expected to adversely affect the ability to operate dispose of any real estate or any portion of or interest in real property (including the Leased Real Property as Property). To the extent currently operated. Neither in the whole nor any material portion Company’s possession, the Company has delivered or made available to Parent true and complete copies of any Leased Real Property has been damaged or destroyed by fire or other casualtyeach Lease.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Del Frisco's Restaurant Group, Inc.)
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each The Seller and used in or necessary for has made available to the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer Purchaser a true and complete copy of each LeaseLease included in the Acquired Assets. With respect to each Lease:
(i) Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the landlord to the Warehouse Sublease, consent of the landlord to the San ▇▇▇▇ Office Lease, consent of the landlord to the Norcross Office Sublease, and such Seller enjoys peaceful and undisturbed possession the consent of the Leased Real Property;
(ii) mortgagee of the applicable Seller is Tampa Bay Premises to the Lease thereof contemplated hereby, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease except for such consents as have been obtained, will not result in a breach of or default Default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. To the Knowledge of the Seller, neither the Seller nor any other party to such Lease is in breach or Default under such Lease, and, to the Seller's Knowledge, 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 defaultDefault, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
(iii) . To the applicable Seller Seller's Knowledge, 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 received nor given been redeposited in full. The Seller does not owe and will not owe in the future, any written notice of brokerage commissions or finder's fees with respect to any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no Lease. The other party is in default thereof, and no party to any such Lease has exercised is not an Affiliate of, and otherwise does not have any termination rights with respect thereto;
(iv) economic interest in, the applicable Seller. The Seller has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable . The Seller has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other security interest in such Lease or any Leased Real Propertyinterest therein. Seller enjoys peaceful and undisputed possession under such Lease.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (aSection 3.18(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) of the Company Schedules sets forth each parcel a true, correct and complete list (including street addresses) of all real property leased by each Seller and used in or necessary for the conduct any of the Business as currently conducted Group Companies (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 paid in connection therewith, collectively, the “Leased Real Property”), ) and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, Real Property Leases pursuant to which such Seller holds any Leased Real Property (collectively, Group Company is a tenant or landlord as of the “Leases”)date of this Agreement. The Sellers have Company has delivered to Buyer STPK a true and complete copy of each such Real Property Lease. With respect Except in each case as would not have, or would not be reasonably expected to have, a Company Material Adverse Effect, each Lease:
(i) such Real Property Lease is valid, binding, enforceable and in full force and effecteffect and is a valid, legal and such Seller enjoys peaceful and undisturbed possession binding obligation of the Leased Real Property;
applicable Group Company, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (ii) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the applicable Seller enforcement of creditors’ rights and subject to general principles of equity). Except in each case as would not have, or would not be reasonably expected to have, a Company Material Adverse Effect, there is not in no breach or default by any Group Company or, to the Company’s knowledge, any third party under such any Real Property Lease, and and, to the Company’s knowledge, no event has occurred which (with or circumstance exists which, with the delivery of notice, passage without notice or lapse of time or both, ) would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of timewould permit termination of, or both, would constitute a default modification or acceleration thereof by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease such Real Property Leases. No Group Company has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice . The Group Company’s possession and quiet enjoyment of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real PropertyProperty under the applicable Real Property Lease has not been disturbed, (ii) existing, pending or, and to the Sellers’ KnowledgeCompany’s knowledge, threatened condemnation proceedings affecting the Leased there are no disputes with respect to any Real PropertyProperty Lease, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could except as would not reasonably be expected to adversely affect be, individually or in the ability to operate the Leased Real Property as currently operated. Neither the whole nor any aggregate, material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business Group Companies, taken as currently conducteda whole.
Appears in 1 contract
Sources: Merger Agreement (Star Peak Energy Transition Corp.)
Leased Real Property. (aSection 3.17(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) of the Company Disclosure Schedules sets forth each parcel a true and complete list (including street addresses) of all real property leased and improvements located thereon leased, licensed, subleased, sublicensed, or otherwise used or occupied, or permitted to be used or occupied, by each Seller and used in or necessary for the conduct any of the Business as currently conducted Group Companies (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 paid in connection therewith, collectively, the “Leased Real Property”), ) and a true all Real Property Leases (and complete list the name and date of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company is a tenant, licensee, subtenant, sublicensee, or other occupant as of the date of this Agreement. True and complete copies of all such Seller holds any Leased Real Property (collectively, the “Leases”)Leases have been made available to BHAC. The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Each Real Property Lease is valid, binding, enforceable and in full force and effecteffect and is a valid, legal and such Seller enjoys peaceful and undisturbed possession binding obligation of the Leased applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth in Section 3.17(b) of the Company Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property;
Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Seller Group Company to its respective Leased Real Property has not been disturbed, (iii) there is not no dispute, breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default thereunder, or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property 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 such Seller has paid all rent due and payable under such Lease;
(iiivi) the applicable Seller counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not received nor given have any written notice of economic interest in any default or event that with notice or lapse of timeGroup Company, or both(vii) no Group Company has leased, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned licensed, sublicensed, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (iiviii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes comprise all of the real property necessary used or intended to conduct be used in, or otherwise related to, the Business, (ix) the Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the Business, and there are no facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leased Real Property or any portion thereof in the operation of the Business as currently conductedor the value thereof; (x) all rent and additional rent including without limitation, operating expenses, property taxes and pass throughs are current; (xi) the Company or one of the Group Companies holds a good and valid leasehold estate in the Leased Real Properties, free and clear of all Liens, except for Permitted Liens; and (xii) no Group Company has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein.
Appears in 1 contract
Sources: Business Combination Agreement (Focus Impact BH3 Acquisition Co)
Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (ai) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel all of the real property leased by each Seller and that is leased, subleased, licensed or otherwise used in or necessary for occupied by, the conduct Company or any of the Business as currently conducted its Subsidiaries (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 paid in connection therewith, collectivelysuch property, the “Leased Real Property”), ) and a true and complete list of (ii) all leases, subleases, licenses, concessions and licenses or other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Seller holds any Leased Real Property (together with all amendments, modifications and supplements thereto and extensions and guaranties thereof, collectively, the “Leases” and, each, a “Lease”). The Sellers have delivered Company has made available to Buyer a true Parent true, correct and complete copy copies of all Leases (including all material modifications, amendments and supplements thereto). The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, free and clear of all Liens (other than Permitted Liens). With respect to each Lease:
, except in each case as would not, individually or in the aggregate, have a Company Material Adverse Effect: (iA) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of except in each case, as enforcement may be limited by the Leased Real Property;
(ii) the applicable Seller is not in breach or default under such LeaseEnforceability Limitations, and no event has occurred is subject to proper authorization and execution of such Lease by any party other than the Company or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of its Subsidiaries; (B) neither the Leases andCompany nor any Subsidiary or, to the Knowledge of Sellerthe Company, no any other party is in default thereof, and no party to any Lease Lease, is in default, beyond any applicable notice and cure periods, under any such Lease, (C) neither the Company nor any of its Subsidiaries has exercised received written notice concerning any termination rights violation of applicable Laws with respect thereto;
to any Leased Real Property, (ivD) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceedings in eminent domain, condemnation or other similar Legal Proceedings that are pending with respect to any Leased Real Property, (E) the applicable Seller Company has not subleased, assigned or otherwise granted to any third Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operated. Neither subject to any such Lease, and (F) the whole nor any material portion Transactions do not require the consent of any Leased Real Property has been damaged or destroyed by fire or other casualtyparty to such Lease.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (DallasNews Corp)
Leased Real Property. (aSection 3.11(b) Sellers do not own of the Company Disclosure Schedule contains a true, correct and complete list, as of the date hereof, of all of the existing leases, subleases, licenses or other agreements pursuant to which any fee interest Acquired Company uses or occupies, or has the right to use or occupy, now or in the future, any real property that provides for payments by the Acquired Companies in excess of $500,000 per annum (such property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to the Purchaser true, and a true correct and complete list copies of all leases, subleases, licenses, concessions and other agreements Leases (whether written or oral), including all material amendments, extensions extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Lease is valid, binding, enforceable and in full force except as would not have a Company Material Adverse Effect or materially and effect, and such Seller enjoys peaceful and undisturbed possession adversely affect the current use by the Acquired Companies of the Leased Real Property;
, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) no Acquired Company has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the applicable Seller estate or interest created by such Lease. An Acquired Company has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither an Acquired Company, nor to the Knowledge of the Company, any other party to the Lease is not in material breach of or default under such pursuant to any 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, time or both, both would constitute a material breach or default thereunder by such Seller under any of the Leases andan Acquired Company or, to the Knowledge of Sellerthe Company, no any other party is in default thereofthereto. To the Knowledge of the Company, and there are no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned pending or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting threatened condemnation proceedings against the Leased Real Property. Except as would not have a Company Material Adverse Effect, (iix) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operated. Neither is in good operating condition and repair, reasonable wear and tear excepted, and is suitable for the whole uses for which they are being used and (y) the operations of the Acquired Companies do not nor any material portion of does any Leased Real Property has been damaged or destroyed by fire violate any applicable building code, zoning requirement or other casualtyLaw relating to such property or operations thereon.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Nasdaq, Inc.)
Leased Real Property. (aSchedule 5.8(a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of lists all material real property rights, including coal, mining, exploration and surface rights, leased or subleased by each Seller and used in or necessary for the conduct any member of the Business as currently conducted Company Group (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 paid in connection therewith, collectively, the “Leased Real Property”), ) and a true all of the written leases and complete list of all leases, subleases, licenses, concessions and other agreements subleases related thereto (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased the “Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Real Property Lease:, and except as otherwise specified in Schedule 5.8(a):
(i) such each Real Property Lease is valid, binding, enforceable and in full force and effect, effect and such Seller enjoys peaceful is a valid and undisturbed possession binding agreement of each member of the Leased Real PropertyCompany Group that is a party thereto and, to the Knowledge of Seller, each of the other parties thereto, enforceable by or against such member of the Company Group and, to the Knowledge of the Seller, each of such other parties thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law);
(ii) (A) no member of the applicable Seller Company Group is not in breach or monetary default under such any Real Property Lease, and (B) to the Knowledge of Seller, 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice expiration of any default or event that with notice or lapse of time, or bothgrace period, would constitute a default by such Seller under of any member of the Leases andCompany Group under such Real Property Lease, (C) to the Knowledge of Seller, no other party to any Real Property Lease is in default thereofthereunder, and (D) no party to any Lease has exercised any termination rights with respect thereto;
(iv) member of the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller Company Group has received a written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased default with respect to any such Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or Property Lease which has not been cured; and
(iii) existingexcept for Permitted Liens, pending orno Real Property Lease has been mortgaged, deeded in trust or subjected to a Lien by any member of the Sellers’ KnowledgeCompany Group. For clarity, threatened zoningnone of the representations or warranties set forth in this Section 5.8(a) are made, building code or shall apply, with respect to any WPP Replacement Leases or any amendment, amendment and restatement or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect modification of any of the ability to operate the Leased Real Property as currently operated. Neither Leases of which Purchaser has Knowledge or which are made or entered into prior to or after the whole nor any material portion date of this Agreement in connection with or in contemplation of any Leased of the Contemplated Transactions. The Seller hereby disclaims any and all representations or warranties relating to any such WPP Replacement Leases or any such amendment, amendment and restatement or other modification of any of the Real Property has been damaged Leases made or destroyed by fire entered into prior to or other casualty.
(d) The Leased Real Property is sufficient for after the continued conduct date of this Agreement in connection with or in contemplation of any of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedContemplated Transactions.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ramaco Resources, Inc.)
Leased Real Property. (aSection 4.17(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of the Business Company Disclosure Schedules lists, as currently conducted of the date of this Agreement, (together with all rights, title i) the address of each Leased Real Property (other than temporary construction site offices relating to individual projects); and interest (ii) the Leased Real Property in respect of Seller which the Company or any of its Subsidiaries are required to pay €250,000 or more annually in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, rent (the “Material Leased Real Property”). The Company has made available to Yucaipa true, and a true correct and complete list copies of all leases, subleases, licenses, concessions and other agreements the Contracts (whether written or oral), including all modifications, amendments, extensions guarantees, supplements, waivers, extensions, renewals, guaranties side letters and other agreements with respect thereto, ) pursuant to which such Seller holds the Company or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) the Material Leased Real Property or is otherwise a party with respect to the Material Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Each Lease is valid, binding, enforceable and in full force and effecteffect and is a valid, legal and binding obligation of the Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and such Seller enjoys peaceful and materially undisturbed possession of the of, all Leased Real Property;
(ii, subject only to Permitted Liens. Except as set forth on Section 4.17(b) of the applicable Seller Company Disclosure Schedules, neither the Company nor its Subsidiaries has a sublease, license or other Contract granting to any Person the right to use or occupy any Leased Real Property or any portion thereof. To the knowledge of the Company, neither the Company or any of its Subsidiaries nor any other party under any Lease is not in material breach or default under such Lease, any 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 material breach or default, and such Seller has paid all rent due and payable default under such Lease;
(iii) any Lease or would permit the applicable Seller has not received nor given termination thereof by any written notice party of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operatedLease. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct identified in Section 4.17(b) of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes Company Disclosure Schedules comprises all of the real property necessary to conduct the Business as currently conductedbusiness of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries that is a party to a Lease has assigned, transferred, conveyed, mortgaged, deed in trust, encumbered, or collaterally assigned or granted any other security interest in any Lease or any interest therein.
Appears in 1 contract
Sources: Business Combination Agreement (Yucaipa Acquisition Corp)
Leased Real Property. (aSection 3.18(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) of the Company Disclosure Schedules sets forth each parcel a true and complete list (including street addresses) of all real property leased and improvements located thereon leased, licensed, subleased, sublicensed, or otherwise used or occupied, or permitted to be used or occupied, by each Seller and used in or necessary for the conduct any of the Business as currently conducted Group Companies (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 paid in connection therewith, collectively, the “Leased Real Property”), ) and a true all Real Property Leases (and complete list the name and date of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company is a tenant, licensee, subtenant, sublicensee, or other occupant as of the date of this Agreement. True and complete copies of all such Seller holds any Leased Real Property (collectively, the “Leases”)Leases have been made available to JAWS. The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Each Real Property Lease is valid, binding, enforceable and in full force and effecteffect and is a valid, legal and such Seller enjoys peaceful and undisturbed possession binding obligation of the Leased applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth in Section 3.18(b) of the Company Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property;
Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Seller Group Company to its respective Leased Real Property has not been disturbed, (iii) there is not no dispute, breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property 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 such Seller has paid all rent due and payable under such Lease;
(iiivi) the applicable Seller counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not received nor given have any written notice of economic interest in any default or event that with notice or lapse of timeGroup Company, or both(vii) no Group Company has leased, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned licensed, sublicensed, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (iiviii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes comprise all of the real property necessary used or intended to conduct be used in, or otherwise related to, the Business Business, and (ix) the Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as currently conductedapplicable, is in good condition and repair and sufficient for the operation of the Business, and there are no facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leased Real Property or any portion thereof in the operation of the Business.
Appears in 1 contract
Sources: Business Combination Agreement (Jaws Acquisition Corp.)
Leased Real Property. (a) Sellers do not own Neither the Company nor any fee interest in of its Subsidiaries owns any real property.
(b) . The Company has not owned any real property since its inception, and to the best of the knowledge of the Company, without further investigation, none of the Subsidiaries have owned real property. The Disclosure Schedule 4.10(b) sets forth each parcel of lists all real property leased by each Seller and used in or necessary for subleased to the conduct Company or any of its Subsidiaries as of the Business as currently conducted date of this Agreement and the name(s) of the Schools operated at that location (together with all rights, title and interest the "LEASED REAL PROPERTY"). Neither the Company nor any of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, its Subsidiaries uses any real property other than the “Leased Real Property”). The Company has made available to Parent true, and a true correct and complete list copies of all leases, subleases, licenses, concessions the leases and subleases (as amended to date) and other agreements (whether written or oral)for occupancy, including all amendments, extensions renewals, guaranties and other agreements modifications thereto as of the date of this Agreement with respect thereto, pursuant to which such Seller holds any each Leased Real Property (each, a "REAL PROPERTY LEASE" and, collectively, the “Leases”"REAL PROPERTY LEASES"). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Each Real Property Lease is legal, valid, bindingbinding and enforceable, enforceable and in full force and effect. There does not exist under any Real Property Lease any event of default or event or condition that, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not in breach after notice or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage lapse of time or both, would constitute such a default, violation, breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) event of default thereunder on the applicable Seller has not received nor given any written notice part of any default the Company or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending Subsidiaries or, to the Sellers’ Knowledgeknowledge of the Company, threatened condemnation proceedings affecting any other party thereto. Other than as set out in the Leased Real PropertyDisclosure Schedule, neither the Company nor any of its Subsidiaries, as applicable, has assigned, transferred, conveyed, mortgaged, subleased, deeded in trust or (iii) existing, pending or, to encumbered any of its interest in any of the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualtyLeases.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (aSection 3.18(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) of the Company Schedules sets forth each parcel a true, correct and complete list (including street addresses) of all real property leased by each Seller and used in or necessary for the conduct any of the Business as currently conducted Group Companies (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 paid in connection therewith, collectively, the “Leased Real Property”), ) and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, Real Property Leases pursuant to which such Seller holds any Leased Real Property (collectively, Group Company is a tenant or landlord as of the “Leases”)date of this Agreement. The Sellers have Company has delivered to Buyer STPC a true and complete copy of each such Real Property Lease. With respect Except in each case as would not have, or would not be reasonably expected to have, a Company Material Adverse Effect, each Lease:
(i) such Real Property Lease is valid, binding, enforceable and in full force and effecteffect and is a valid, legal and such Seller enjoys peaceful and undisturbed possession binding obligation of the Leased Real Property;
applicable Group Company, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (ii) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the applicable Seller enforcement of creditors’ rights and subject to general principles of equity). Except in each case as would not have, or would not be reasonably expected to have, a Company Material Adverse Effect, there is not in no breach or default by any Group Company or, to the Company’s knowledge, any third party under such any Real Property Lease, and and, to the Company’s knowledge, no event has occurred which (with or circumstance exists which, with the delivery of notice, passage without notice or lapse of time or both, ) would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of timewould permit termination of, or both, would constitute a default modification or acceleration thereof by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease such Real Property Leases. No Group Company has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice . The Group Company’s possession and quiet enjoyment of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real PropertyProperty under the applicable Real Property Lease has not been disturbed, (ii) existing, pending or, and to the Sellers’ KnowledgeCompany’s knowledge, threatened condemnation proceedings affecting the Leased there are no disputes with respect to any Real PropertyProperty Lease, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could except as would not reasonably be expected to adversely affect be, individually or in the ability to operate the Leased Real Property as currently operated. Neither the whole nor any aggregate, material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business Group Companies, taken as currently conducteda whole.
Appears in 1 contract
Sources: Merger Agreement (Star Peak Corp II)
Leased Real Property. (a) Sellers do not own Neither the Company nor any fee interest in of its Subsidiaries owns any real property.
(b) . Schedule 4.10(b) 4.7 sets forth the address of each parcel of real property leased by each Seller and used in the Company or necessary for the conduct one of the Business as currently conducted its Subsidiaries (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 paid in connection therewith, collectively, the “Leased Real Property”), ) and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Leases for each such Seller holds any Leased Real Property (collectively, including the “Leases”date and name of the parties to such Lease document). The Sellers have Company has delivered to Buyer Parent a true and complete copy of each Leasesuch Lease document. With Except as provided in Schedule 4.7, with respect to each Lease:
of the Leases: (i) such Lease is legal, valid, binding, enforceable against the Company or any of its Subsidiaries, as applicable, and to the Knowledge of the Company, each counter party thereto, and in full force and effect, effect in the form provided to Parent; (ii) the Company’s or its Subsidiaries possession and such Seller enjoys peaceful and undisturbed possession quiet enjoyment of the Leased Real Property;
Property under such Lease has not been disturbed and to the Company’s Knowledge there are no disputes with respect to such Lease; (iiiii) the applicable Seller Company is not in breach or default under such Lease, (iii) neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge, the other party to such 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, would constitute such a breach or default, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
; (iv) neither the applicable Seller Company nor any of its Subsidiaries has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
and (v) neither the applicable Seller Company nor any of its Subsidiaries has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other Lien in such Lease or any interest in any therein. The Leased Real Property.
(c) Property is supplied with utilities and other services necessary for the operation of the business conducted by the Company and its Subsidiaries therein. No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, condemnation proceeding is pending or, to the Sellers’ Company’s Knowledge, threatened condemnation proceedings affecting threatened, which would impair the occupancy, use or value of any of the Leased real Property. To the Company’s Knowledge, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, including in the Leased Real Property (the “Improvements”) are in good condition and repair. The Company or any of its Subsidiaries has the exclusive right to use and occupy the Leased Real Property pursuant to the terms of the Leases listed on Schedule 4.7 and all Licenses required to have been issued or appropriate to enable the Leased Real Property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. There are no outstanding notices of any uncorrected written violations of applicable building, safety, fire or housing ordinances with respect to the Leased Real Property. There are no purchase options, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code rights of first refusal or other moratorium proceedings, similar contractual rights (i) pertaining to any of the leasehold interests of the Company or similar matters which could reasonably be expected to adversely affect the ability to operate any of its Subsidiaries in any of the Leased Real Property as currently operated. Neither or (ii) to the whole nor Company’s Knowledge, otherwise affecting or relating to the Company’s or any material portion of its Subsidiaries’ rights with respect to any of the Leased Real Property has been damaged or destroyed by fire or other casualtyProperty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Realpage Inc)
Leased Real Property. (a) Sellers do The Company does not own any fee interest in any real property.
(b) Section 9.05 of the Disclosure Schedule 4.10(b) sets forth each parcel a list of all real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), Company and a true and complete list of all leasesleases for each such parcel of Leased Real Property. Except as set forth in Section 9.05 of the Disclosure Schedule, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which each such Seller holds any Leased Real Property lease:
(collectively, i) the “Leases”). The Sellers have Company has delivered or made available to the Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Lease is validlease, binding, enforceable and in full force and effectthe case of any oral lease, and such Seller enjoys peaceful and undisturbed possession a written summary of the Leased Real Propertyterms of such lease;
(ii) each such lease is the applicable Seller valid and binding obligation of the Company, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws relating to creditors’ rights generally or by general principles of equity (whether considered in an action at law or in equity) and to the discretion of the court before which any proceedings therefor may be brought;
(iii) neither the Company nor, to the Company’s knowledge, any other party to such leases is not in default in any material respect under such leases and no event has occurred which, with the passage of time or the giving of notice or otherwise would result in a material default, breach or event of noncompliance by the Company under any such lease;
(iv) no consent of the landlord or any security deposit or any further action by the Company under any such lease is required as a result of the consummation of the transactions contemplated hereby;
(v) no security deposit or portion thereof deposited with respect to such leases has been applied in respect of a breach or default under such Lease, and no event leases which has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Leasenot been redeposited in full;
(iiivi) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller Company has not subleased, assigned licensed or otherwise granted to any Person party the right to use or occupy such Leased Real Property or any portion thereof; orand
(vvii) the applicable Seller Company has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other security interest in such leases or any Leased Real Propertyinterest therein that will not be released at Closing.
(c) No Seller has received written notice there are no material structural or nonstructural defects (including inadequacy for normal use of (imechanical systems and fixtures) violations in any of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the buildings, ordinary wear and tear excepted, situated on the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Equity Interest Purchase Agreement (DJO Finance LLC)
Leased Real Property. (aSection 3.10(a) Sellers do not own any fee interest in any real property.
(b) of the Disclosure Schedule 4.10(b) sets forth each parcel of (by street address) the real property leased or otherwise occupied by each the Company Entities or used by any Asset Seller and used in or necessary for connection with the conduct operation of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true . Res-Care has made available to Buyer correct and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy copies of each Lease. With Except as set forth in Section 3.10(a) of the Disclosure Schedules, with respect to each Leased Real Property and/or each Lease:
, as applicable: (i) such Lease is validvalid and enforceable against the Company Entity, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of timeAsset Seller, or both, would constitute other Affiliate of a default by such Seller under any of the Leases Party thereto and, to the Knowledge of Res-Care, against each other party thereto in accordance with its terms (subject in each case to the Enforceability Exceptions) and is in full force and effect; (ii) the possession and quiet enjoyment of such Leased Real Property by the Company Entity, Asset Seller, or other Affiliate of a Seller Party that is a party to such Lease has not been disturbed; (iii) each Company Entity, Asset Seller, or other Affiliate of a Seller Party that is a party to such Lease has performed all of the material obligations required to be performed by it to date under such Lease and there are no material defaults by Res-Care; (iv) to the Knowledge of Res-Care, no other party to such Lease is in material default thereof, thereunder and no party to Seller Party nor any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Affiliate of a Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller Party has received written notice of any cancelation or termination of such Lease from the other parties thereto; (iv) violations the consummation of building codes and/or zoning ordinances the Transactions will not, in and of itself, cause or result in the early expiration or termination of such Lease, or the acceleration of any payment, the addition of any fees or charges, the vesting or phasing out of any rights or interests or any other obligation that would not have arisen but for the consummation of the Transactions; (vi) the Company Entity, Asset Seller, or other governmental Affiliate of a Seller Party that is a party to such Lease has not collaterally assigned or regulatory Laws affecting granted any other security interest in such Lease or any interest therein; and (vii) to the Knowledge of Res-Care there are no pending threatened in writing condemnation or eminent domain proceedings relating to such Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Purchase Agreement (BrightSpring Health Services, Inc.)
Leased Real Property. (aSchedule 2.10(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of lists all leases, subleases, licenses, concessions and subleases or other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant occupancies to which such Seller holds a Transferred Company or any Leased of its Subsidiaries is a party as tenant for real property (the “Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
Except as set forth on Schedule 2.10(b), (i) such a Transferred Company or one of its Subsidiaries has valid leasehold title to each real property subject to a Real Property Lease, free and clear of all Liens, other than Permitted Liens, (ii) each Real Property Lease under which a Transferred Company or any of its Subsidiaries leases, subleases or otherwise occupies any real property is valid, binding, enforceable binding and in full force and effecteffect (except (x) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and such Seller enjoys peaceful and undisturbed possession (y) that the availability of equitable remedies, including specific performance, is subject to the discretion of the Leased Real Property;
court before which any proceeding thereof may be brought), (iiiii) neither the applicable Seller is not Transferred Company nor any of its Subsidiaries has violated in breach any material respect any provision of, or default under such Lease, and no event has occurred taken or circumstance exists failed to take any act which, with the delivery of or without notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a material default by under the provisions of such Seller under any of the Leases Real Property Lease, and, to the Knowledge of Sellerthe Sellers, no other party to any Real Property Lease is in material violation of or default thereof, under any of the Real Property Leases and (iv) no party to any Real Property Lease has exercised any termination rights with respect thereto;
threatened (iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending writing or, to the Knowledge of the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased orally) to cancel or not renew such Real PropertyProperty Lease. There is no pending, or (iii) existing, pending or, to the Knowledge of the Sellers’ Knowledge, threatened zoningthreatened, building code or other moratorium proceedingseminent domain, condemnation or similar matters which could reasonably be expected proceeding affecting any real property subject to adversely affect the ability to operate the Leased Real Property as currently operatedLeases. Neither the whole nor any material portion The Sellers have made available to Buyer copies of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedReal Property Leases and supplemental agreements thereto.
Appears in 1 contract
Leased Real Property. (a) Sellers Schedule 1.1-3 sets forth the street address of each Leased Real Property facility of Seller. True, correct and complete copies of each such lease, license or other agreement creating rights of an Acquired Company in the Leased Real Property and all amendments and extensions thereto have been made available to Purchaser. With respect to each of the Acquired Leases, (i) such Acquired Lease is legal, valid, binding and enforceable by and against the Acquired Company party thereto, subject in each case to the Remedies Exception, 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 as set forth in Section 4.9(a) of the Disclosure Schedule, the Transactions do not own require the consent of any fee interest other party, the absence of which would result in a breach of or constitute a default under such Acquired Lease, (iii) no Acquired Company, nor to the Knowledge of Seller, any real propertyother party to such Acquired Lease, is in material breach or default under any such Acquired Lease, and, to Seller’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Acquired Lease, and (iv) there are no letters of credit or guarantees with respect to the Leased Real Property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for With respect to the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and (i) under the Acquired Leases, no material portion of any security deposit or portion thereof deposited has been applied in respect of a true and complete list breach or default thereunder which has not been replenished in full; (ii) with the exception of all leasesthe Acquired Leases, subleasesSeller has not subleased, licenses, concessions and other agreements (whether written licensed or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant otherwise granted any Person the right to which such Seller holds use or occupy any Leased Real Property (collectivelyor any portion thereof); (iii) Seller has not collaterally assigned or granted any other security interest in any Acquired Lease (or any interest therein); (iv) there are no Liens on the estate or interest created by such Acquired Leases, other than Permitted Liens; and (v) no Action relating to any Acquired Leases, is pending or, to Seller’s Knowledge, threatened in writing.
(c) True, correct, and complete copies of each Contract in which an Acquired Company is the landlord related to Owned Real Property have been made available to Purchaser (“Tenant Leases”). The Sellers have delivered to Buyer a true and complete copy Except as set forth in Section 4.9(c) of each Lease. With respect to each Lease:
the Disclosure Schedule, (i) the Transactions do not require the consent of any Third Party to such Tenant Lease is valid, binding, enforceable and will not result in full force and effecta breach of or constitute a default under such Tenant Lease, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) no Acquired Company, nor to the applicable knowledge of Seller any other party to such Tenant Lease, is not in material breach or default under any such Tenant 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 material breach or default, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Acquired Lease;.
(iiid) With respect to the applicable Seller has not received nor given any written notice of any default or event that Leased Real Property, (i) with notice or lapse of time, or both, would constitute a default by such Seller under any the exception of the Acquired Leases and, to and as set forth in Section 4.9(d) of the Knowledge of SellerDisclosure Schedule, no other party is in default thereof, and no party to any Lease Acquired Company has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such any Leased Real Property (or any portion thereof); or
(vii) the applicable Seller no Acquired Company has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other security interest in any Leased Real Property.
Acquired Lease (cor any interest therein); (iii) No Seller has received written notice of there are no Liens on the estate or interest created by such Acquired Leases, other than Permitted Liens; and (iiv) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Propertyno Action relating to any Acquired Leases, (ii) existing, is pending or, to the Sellers’ Seller’s Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualtyin writing.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Delek US Holdings, Inc.)
Leased Real Property. (aSection 3.18(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) of the Company Disclosure Schedules sets forth each parcel a true and complete list (including street addresses) of all real property leased and improvements located thereon leased, licensed, subleased, sublicensed, or otherwise used or occupied, or permitted to be used or occupied, by each Seller and used in or necessary for the conduct any of the Business as currently conducted Group Companies (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 paid in connection therewith, collectively, the “Leased Real Property”), ) and a true all Real Property Leases (and complete list the name and date of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company is a tenant, licensee, subtenant, sublicensee, or other occupant as of the date of this Agreement. True and complete copies of all such Seller holds any Leased Real Property (collectively, the “Leases”)Leases have been made available to SilverBox. The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Each Real Property Lease is valid, binding, enforceable and in full force and effecteffect and is a valid, legal and such Seller enjoys peaceful and undisturbed possession binding obligation of the Leased applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth in Section 3.18(b) of the Company Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property;
Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Seller Group Company to its respective Leased Real Property has not been disturbed, (iii) there is not no dispute, breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default thereunder, or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property 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 such Seller has paid all rent due and payable under such Lease;
(iiivi) the applicable Seller counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not received nor given have any written notice of economic interest in any default or event that with notice or lapse of timeGroup Company, or both(vii) no Group Company has leased, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned licensed, sublicensed, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (iiviii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes comprise all of the real property necessary used or intended to conduct be used in, or otherwise related to, the Business, (ix) the Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the Business, and there are no facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leased Real Property or any portion thereof in the operation of the Business as currently conductedor the value thereof; (x) all rent and additional rent, including operating expenses, property taxes and pass throughs and any other monetary obligations, are current; and (xi) the Company or one of the Group Companies holds a good and valid leasehold estate in the Leased Real Properties, free and clear of all Liens, except for Permitted Liens.
Appears in 1 contract
Sources: Business Combination Agreement (Silverbox Engaged Merger Corp I)
Leased Real Property. (ai) Sellers do not own any fee interest in any real property.
(bSection 3(h)(i) of the Disclosure Schedule 4.10(b) sets forth the address of each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Leases for each such Seller holds any Leased Real Property (collectivelyincluding the date, term and termination date, and name of the “Leases”parties to such Lease document). The Sellers have Seller has delivered to Buyer a true and complete copy of each Leasesuch Lease document. With Except as set forth in Section 3(h)(i) of the Disclosure Schedule, with respect to each Leaseof such Leases:
(iA) such Lease is legal, valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(iiB) except for those Leases for which Lease Consents are obtained, the applicable Seller is transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;
(C) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Seller, there are no disputes with respect to such Lease;
(D) Seller is not and, to the Knowledge of the Seller, no other party to any Lease is, in breach of or default under such Lease; and, to the Knowledge of Seller, no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage of time or both, would constitute such a breach or default, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
(iiiE) the applicable Seller no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is been redeposited in default thereof, and no party to any Lease has exercised any termination rights with respect theretofull;
(ivF) Seller does not owe, and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Lease;
(G) the applicable other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Seller;
(H) Seller has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such the Leased Real Property or any portion thereof; orand
(vI) the applicable Seller has not pledgedcollaterally assigned or granted any other Lien in such Lease or any interest therein.
(ii) All buildings, mortgaged structures, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (the “Improvements”) are in good condition and repair, reasonable wear and tear excepted.
(iii) To the Knowledge of Seller, the Leased Real Property is in compliance with all 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 the Leased Real Property (collectively, the “Real Property Laws”). Seller has not received any notice of violation of any Real Property Law.
(iv) Each parcel of Leased Real Property has direct access to a public street adjoining the Leased Real Property or otherwise granted an Encumbrance has access to a public street via insurable easements benefiting such parcel of Leased Real Property, and such access is not dependent on any land or other real property interest that is not included in the Leased Real Property. None of the Improvements or any portion thereof is dependent for its leasehold access, use or operation on any land, building, improvement or other real property interest that is not included in any the Leased Real Property.
(cv) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate systems for the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has have been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is installed and are operational and sufficient for the continued conduct operation of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedconducted thereon.
(vi) Seller’s use or occupancy of the Leased Real Property or any portion thereof and the operation of the Business as currently conducted is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any governmental authority.
(vii) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the Federal Emergency Management Agency).
Appears in 1 contract
Sources: Asset Purchase Agreement (Blyth Inc)
Leased Real Property. (a) Sellers do not own Schedule 3.15(a) contains a complete and -------------------- correct list of all real property currently leased by the Company or any fee interest in any real propertyof its Subsidiaries (the "Leased Real Property") with annual rent payments of $100,000 or more.
(b) Schedule 4.10(b) sets forth each parcel The Company or one of real property leased by each Seller its Subsidiaries, as the case may be, holds good and used in or necessary for valid leasehold title to the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”, in each case in accordance with the provisions of the applicable Lease, free and clear of all Liens, except for Permitted Liens, but subject to Liens encumbering the fee title to the Leased Real Property. Except as disclosed in Schedule 3.15(b), each of the Leases is valid and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Lease is valid, legally binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) neither the applicable Seller Company nor any of its Subsidiaries, and to the knowledge of Stockholder or the Company no other party, is not in breach or default in any material respect under such any Lease, except (x) in the case of clause (i), as such enforceability may be limited by bankruptcy, insolvency, reorganization and no event has occurred or circumstance exists which, with similar laws affecting creditors generally and by the delivery availability of notice, passage of time or both, would constitute such a breach or defaultequitable remedies, and (y) in the cases of clauses (i) and (ii), for such Seller has paid all rent due and payable under failures to be enforceable or such Lease;defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(iiic) Neither the applicable Seller Company nor any of its Subsidiaries has not received nor given any written notice of any default a proceeding in eminent domain or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of other similar proceeding affecting the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(cd) No Seller has received written notice The present use and operation of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real PropertyProperty does not violate any Real Property Laws, (ii) existing, pending or, except to the Sellers’ Knowledgeextent such violations would not, threatened condemnation proceedings affecting individually or in the Leased Real Propertyaggregate, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualtyhave a Material Adverse Effect.
(de) The As used in this Agreement, "Leases" and "Leased Real Property is sufficient Property" shall not include any venue or facility contracts for any trade shows, expositions or conferences operated by the continued conduct Company or any of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedits Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Advanstar Inc)
Leased Real Property. (aSection 4.17(b) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of the Business Company Disclosure Schedules lists, as currently conducted of the date of this Agreement, (together with all rights, title i) the address of each Leased Real Property (other than temporary construction site offices relating to individual projects); and interest (ii) the Leased Real Property in respect of Seller which the Company or any of its Subsidiaries are required to pay €250,000 or more annually in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, rent (the “Material Leased Real Property”). The Company has made available to SPAC true, and a true correct and complete list copies of all leases, subleases, licenses, concessions and other agreements the Contracts (whether written or oral), including all modifications, amendments, extensions guarantees, supplements, waivers, extensions, renewals, guaranties side letters and other agreements with respect thereto, ) pursuant to which such Seller holds the Company or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) the Material Leased Real Property or is otherwise a party with respect to the Material Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Each Lease is valid, binding, enforceable and in full force and effecteffect and is a valid, legal and binding obligation of the Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and such Seller enjoys peaceful and materially undisturbed possession of the of, all Leased Real Property;
(ii, subject only to Permitted Liens. Except as set forth on Section 4.17(b) of the applicable Seller Company Disclosure Schedules, neither the Company nor its Subsidiaries has a sublease, license or other Contract granting to any Person the right to use or occupy any Leased Real Property or any portion thereof. To the knowledge of the Company, neither the Company nor any of its Subsidiaries nor any other party under any Lease is not in material breach or default under such Lease, any 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 material breach or default, and such Seller has paid all rent due and payable default under such Lease;
(iii) any Lease or would permit the applicable Seller has not received nor given termination thereof by any written notice party of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operatedLease. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct identified in Section 4.17(b) of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes Company Disclosure Schedules comprises all of the real property necessary to conduct the Business as currently conductedbusiness of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries that is a party to a Lease has assigned, transferred, conveyed, mortgaged, deed in trust, encumbered, or collaterally assigned or granted any other security interest in any Lease or any interest therein.
Appears in 1 contract
Sources: Business Combination Agreement (Athena Consumer Acquisition Corp.)
Leased Real Property. (aSection 3.14(a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rightsCompany Disclosure Letter contains a true, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true correct and complete list of all of the existing leases, subleasessubleases (which shall include subleases involving the Company or its Subsidiaries as either sublessor or sublessee), licenses, concessions and licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property as of the date of this Agreement and pursuant to which the Company or any of its Subsidiaries is obligated to pay consideration in excess of $100,000 (whether written such property, the “Company Leased Real Property,” and each such lease, sublease, license or oral)other agreement, including all amendments, extensions renewals, guaranties and other agreements with respect amendments or modifications thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the a “LeasesCompany Lease”). The Sellers have delivered Company has made available to Buyer a true the Parent true, correct and complete copy copies of each Leaseall material Company Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease:
Company Lease and except as would not reasonably be expected to have a Company Material Adverse Effect, (i) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession to the Knowledge of the Leased Real Property;
Company, there are no disputes with respect to such Company Lease; (ii) the applicable Seller is Company or one of its Subsidiaries has not collaterally assigned, encumbered, or granted any other security interest in breach such Company Lease or default under such Lease, any interest therein; 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 such Seller has paid all rent due and payable under such Lease;
(iii) there are no Liens (other than Permitted Liens) on the applicable Seller has not received nor given any written notice of any default estate or event that with notice or lapse of time, or both, would constitute a default interest created by such Seller under any Company Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Company Leased Real Property, binding and enforceable upon the Company or its Subsidiaries, as applicable, free and clear of all Liens (ii) existingother than Permitted Liens), pending or, subject to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could Enforceability Limitations. Except as would not reasonably be expected to adversely affect have a Company Material Adverse Effect, neither the ability to operate the Leased Real Property as currently operated. Neither the whole Company nor any material portion of its Subsidiaries is in default beyond any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct applicable notice and cure period pursuant to any Company Lease. None of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all Company or any of the its Subsidiaries owns any real property necessary to conduct the Business as currently conductedproperty.
Appears in 1 contract
Leased Real Property. (a) Sellers do The Seller does not own or -------------------- hold any fee interest in any real propertyproperty other than its leasehold interests in the Leased Real Property, as described on Schedule 1.1(d).
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each The Seller and used has a valid leasehold interest in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) Property free and clear of all Liens, other than Permitted Exceptions. All leases in respect of the applicable Seller is not Leased Real Property are valid, binding and enforceable in breach or default under such Leaseaccordance with their respective terms, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute there does not exist under any such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of lease any default on the part of the Seller or any event that which with notice or lapse of time, time or both, both would constitute such a default default. No such lease has been modified or amended in writing except as evidenced by such the instruments attached to Schedule 1.1(d) hereof. The Seller under has not received from any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised such lease any termination rights written notice of, or written claim with respect thereto;
(iv) the applicable to, any breach or default thereof. The Seller has not subleasedgranted any sublease, assigned license or otherwise granted other agreement granting to any Person person or entity any right to the use or occupancy of the Leased Real Property or any portion thereof, or the right to use or occupy purchase such Leased Real Property or any portion thereof; or, and has no knowledge of any such grant by any other Person.
(vc) The plants, buildings, structures and equipment included in the applicable Leased Real Property are in good operating condition, free of any material defects or deferred maintenance, and are substantially suited for their present uses (giving due account to the age and length of use of same).
(d) No violation of any law, regulation or ordinance (including laws, regulations or ordinances relating to zoning, city planning or similar matters) relating to the Leased Real Property currently exists, except for violations which would not have a Material Adverse Effect. Seller has not pledgedreceived notice of any contemplated governmental actions which might reasonably be expected to materially detract from the value of any Leased Real Property, mortgaged materially interfere with any present use of any Leased Real Property or otherwise granted an Encumbrance on its leasehold interest materially adversely affect the marketability of any Leased Real Property. There is no action pending or, to Seller's knowledge, threatened to initiate a condemnation in respect of any Leased Real Property.
(ce) No Seller has received written notice Upon consummation of (i) violations the transactions contemplated hereby, Purchasers will have acquired, on and as of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Closing Date, a valid leasehold interest in the Leased Real Property, (ii) existingfree and clear of all Liens, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualtythan Permitted Exceptions.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Asset Purchase Agreement (Heartland Technology Inc)
Leased Real Property. (ai) Sellers do Ibis does not own any fee interest in real property and the ownership of any real property is not necessary for the operation of the Business. Ibis does not lease, sublease, license or otherwise grant any Person the right to use any real property. Neither Isis nor any of its Affiliates leases, subleases, licenses or occupies any real property used or occupied by, or necessary for the operation or conduct of, the Business.
(bii) Schedule 4.10(b3.1(w)(ii) sets forth the names of the lessor and lessee, the address of each parcel of real property leased used by each Seller and used in or necessary for the conduct of the Business as currently conducted Ibis (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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions licenses and other agreements (whether written or oral)) (collectively, including all amendments“Leases”) for each such Leased Real Property. None of the Leases is a ground lease. Ibis and Isis have delivered to AMI a true and complete copy of each such Lease document, extensions renewalsand in the case of any oral Lease, guaranties and other agreements with respect theretoa written summary of the material terms of such Lease. Ibis does not own any structures, pursuant to which such Seller holds improvements or fixtures located on any Leased Real Property (collectively, “Leasehold Improvements”) and no Leasehold Improvements other than those provided to Ibis under the “Leases”). The Sellers have delivered Corporate Services Agreement are material to Buyer a true and complete copy the operation of each Lease. With respect to each Lease:the Business.
(iiii) Each such Lease is legal, valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;.
(iiiv) the applicable Seller Neither Ibis nor, to Isis’ or Ibis’ Knowledge, any other party to a Lease is not 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, would could reasonably be expected to constitute such a breach or default, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
(iii) Lease and neither Ibis nor Isis has received notice that the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or is in violation of any portion thereof; orApplicable Law.
(v) the applicable Seller 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 pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest been redeposited in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operatedfull. Neither the whole Ibis nor any material portion of other Person owes any Leased Real Property has been damaged brokerage commissions, finder’s fees, free rent or destroyed by fire or other casualtyallowances with respect to such Lease.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Strategic Alliance Master Agreement (Isis Pharmaceuticals Inc)
Leased Real Property. Except as would not, individually or in the aggregate, be material to the Group Companies, taken as a whole, and with respect to clause (a) Sellers do not own any fee interest in any real property.
and this clause (b), except with respect to any of the Company’s Oil and Gas Properties, (a) Schedule 4.10(b) sets forth each parcel Group Company has valid leasehold estates or contractual rights of occupancy in respect of all real property leased which are subject to Real Property Leases by each Seller and used in or necessary for the conduct of the Business as currently conducted any Group Company (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 paid in connection therewith, collectively, the “Leased Real Property”)) free and clear of all Liens and defects and imperfections, and except Permitted Liens, (b) Section 5.18(b) of the Company Disclosure Schedule sets forth a true true, correct and complete list (including street addresses) of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property and Real Property Leases, (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(ic) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the Property and its current use, occupancy and operation do not violate in any material respects any applicable Seller is not in breach zoning, subdivision or default under such Leaseother land-use or similar applicable Laws, and no event Group Company has occurred made an application for re-zoning or circumstance exists which, land-use re-designation with the delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under respect to any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (iid) existing, pending or, the applicable Group Company has legal access to the Sellers’ Knowledge, threatened condemnation proceedings affecting and from the Leased Real Property, or (iiie) existingeach Real Property Lease is in full force and effect and is valid and enforceable against such Group Company and the other parties thereto, pending in accordance with its terms, and no Group Company or, to the Sellers’ KnowledgeCompany’s knowledge, any other party thereto has received written notice of any default under any Company Real Property Lease, (f) to the Company’s knowledge, as of the date of this Agreement, there does not exist any pending or threatened zoningcondemnation or eminent domain Action that affect any Group Company’s Oil and Gas Properties or Leased Real Property, building code (g) prior to the date of this Agreement, true, correct and complete copies of all Real Property Leases have been made available to SPAC, (h) to the Company’s knowledge, there are no outstanding defaults (or events which would constitute a default with the passage of time or giving of notice or both) under any Real Property Lease by any Group Company party thereto nor, any other moratorium proceedingsparty thereto, or similar matters which could reasonably be expected to adversely affect and (i) except for the ability to operate Oil and Gas Properties, the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property interests necessary to conduct for the Business operation of the business of the Group Companies as it is currently conductedbeing operated.
Appears in 1 contract
Sources: Business Combination Agreement (M3-Brigade Acquisition III Corp.)
Leased Real Property. (a) Sellers do Except as would not own any fee interest reasonably be expected to have, individually or in any real property.
(b) Schedule 4.10(b) sets forth the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectivelyfor the full term of the respective Lease, free and clear of any Encumbrances other than Permitted Encumbrances. Section 4.11(b) of the “Leases”). The Sellers have delivered to Buyer Company Disclosure Schedule contains a true complete and complete copy correct list, as of each Lease. With the Original Agreement Date, of the Leased Real Property including with respect to each Lease:
such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) such Lease is valid, binding, enforceable all Leases are valid and in full force and effect, and such Seller enjoys peaceful (ii) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any Third Party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and undisturbed possession its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Property;
. The Company has delivered or otherwise made available to Parent true and complete copies of all Leases (iiincluding all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the applicable Seller is not in breach Company 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases andits Subsidiaries thereof leases, to the Knowledge of Sellersubleases, no other party is in default thereoflicenses, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned uses or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in occupies any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (a) Sellers do Except as would not own any fee interest reasonably be expected to have, individually or in any real property.
(b) Schedule 4.10(b) sets forth the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectivelyfor the full term of the respective Lease, free and clear of any Encumbrances other than Permitted Encumbrances. Section 4.11(b) of the “Leases”). The Sellers have delivered to Buyer Company Disclosure Schedule contains a true complete and complete copy correct list, as of each Lease. With the date hereof, of the Leased Real Property including with respect to each Lease:
such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) such Lease is valid, binding, enforceable all Leases are valid and in full force and effect, and such Seller enjoys peaceful (ii) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any Third Party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and undisturbed possession its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Property;
. The Company has delivered or otherwise made available to Parent true and complete copies of all Leases (iiincluding all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the applicable Seller is not in breach Company 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases andits Subsidiaries thereof leases, to the Knowledge of Sellersubleases, no other party is in default thereoflicenses, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned uses or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in occupies any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Electro Rent Corp)
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b3.12(a)(i) sets forth each parcel an accurate and complete list of the Leases. The Leased Real Property constitutes all of the real property leased by each Seller and that is owned, leased, used or held for use primarily in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:conducted.
(ib) such Lease is validExcept for Permitted Liens, bindingas contemplated by the Transition Services Agreement or as would not reasonably be expected, enforceable and individually or in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases andaggregate, to be material to the Knowledge of SellerBusiness or the Purchased Subsidiaries, taken as a whole, no Person other party is in default thereof, and no party to any Lease than the Purchased Subsidiaries has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice made available to Buyer a true and correct copy of each Lease. Except as set forth in Schedule 3.12(c), (i) violations each Lease (together with any amendment thereto) is valid and in full force and effect, represents the legal, valid and binding obligations of building codes and/or zoning ordinances Seller or other governmental its applicable Affiliate that is the tenant thereunder, is unmodified and represents the entire agreement between Seller or regulatory Laws affecting its applicable Affiliate, as tenant, and the Leased Real Property, applicable lessor and (ii) existingSeller or its applicable Affiliate that is the tenant thereunder, pending oras applicable, and, to the Sellers’ Knowledgeknowledge of Seller, threatened condemnation proceedings affecting each other party thereto is not in breach of or default of its obligations under such Lease beyond any applicable notice and cure period, except for such defaults as would not have a material and adverse effect on the Leased Real PropertyBusiness, or taken as a whole. All rent (iiiincluding base rent and additional rent) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property payable under each Lease has been damaged paid to date, except for any such failure to pay that would not be material or destroyed by fire would not otherwise result in a material breach or other casualtymaterial default of the applicable Lease.
(d) The As of the date hereof, neither Seller nor any of its Affiliates has received any written notice from any Governmental Authority in the past two years that (i) any condemnation proceeding is pending or threatened with respect to any Leased Real Property or (ii) any material zoning or building code, ordinance, order or regulation is sufficient for violated in any material respect by the continued conduct operation or use of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedLeased Real Property.
Appears in 1 contract
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth 3.7.2 contains a true, complete and correct list of each parcel of real property leased lease, sublease, license or other occupancy agreement, including any modification, amendment or supplement thereto and any other related document or agreement that is currently in effect and has been executed or entered into by each Seller and used in the Company or necessary for the conduct any of its Subsidiaries (including any of the Business foregoing which the Company or its Subsidiary has subleased or assigned to another Person and as currently conducted to which the Company or such Subsidiary remains liable) (together with all rightseach, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the a “Leased Real PropertyProperty Lease”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
Real Property Lease set forth on Schedule 3.7.2: (ia) such Lease it is valid, binding, enforceable binding on the Company or such Subsidiary and in full force and effect; (b) all rents and additional rents and other sums, expenses and charges due to date by the Company or such Seller enjoys peaceful and undisturbed Subsidiary have been paid; (c) the lessee has been in peaceable possession since the commencement of the Leased Real Property;
original term thereof; (iid) no waiver, indulgence or postponement of the applicable Seller is lessee’s obligations thereunder has been granted by the lessor; (e) there exists no default or event of default by the Company or its Subsidiary or to the Knowledge of the Company, by any other party thereto, except where such default or event of default would not in breach reasonably be expected to have a Material Adverse Effect; (f) there exists no occurrence, condition or default under such Lease, and no event has occurred or circumstance exists act which, with the delivery giving of notice, passage the lapse of time or boththe happening of any further event or condition, would constitute such become a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under the Company or any of its Subsidiaries thereunder, except where such occurrence, condition or act would not reasonably be expected to have a Material Adverse Effect; and (g) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company and its Subsidiaries hold the Leases leasehold estate on each Real Property Lease set forth on Schedule 3.7.2 free and clear of all Liens, except for Permitted Liens and any mortgagees’ Liens on the real property in which such leasehold estate is located. The real property leased by the Company and its Subsidiaries is in a state of good maintenance and repair and is adequate and suitable for the purposes for which it is presently being used, and, to the Knowledge of Sellerthe Company, there are no other party material repair or restoration works needed in connection with any of the leased real properties which the Company or any of its Subsidiaries are responsible to make. The Company or one of its Subsidiaries is in default thereofphysical possession and actual and exclusive occupation of the whole of each of its leased properties. Except as set forth on Schedule 3.7.2, and no party neither the Company nor any of its Subsidiaries owes any brokerage commission with respect to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real PropertyLease.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (aSection 3.15(b) Sellers do not own of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any fee interest in of its Subsidiaries uses or occupies, or has the right to use or occupy, any real property for which annual base rent exceeds $1,000,000 (such property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
Lease and except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease is valid, binding, enforceable or any interest therein; and (ii) there are no liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
, free and clear of all liens (other than Permitted Liens). To the Knowledge of the Company, (i) neither the Company nor any of its Subsidiaries is in material breach of or default pursuant to any Lease, (ii) the applicable Seller there is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of Lease any default condition or event that that, with notice or lapse of time, or both, would constitute a default by under the provisions of such Seller under Lease, and (iii) except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no disputes (e.g., with respect to pass through expenses and reconciliations thereof) with respect to any Lease. Except as set forth on Section 3.15(b) of the Company Disclosure Letter, there are no subleases, licenses or similar agreements (each, a “Sublease”) granting to any Person, other than the Company or any of the Leases andits Subsidiaries, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased the Owned Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualtyfor which annual base rent exceeds $1,000,000.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Cision Ltd.)
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each The Seller and used in or necessary for has made available to the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer Purchaser a true and complete copy of each LeaseLease included in the Acquired Assets. With respect to each Lease:
(i) Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the landlord to the Warehouse Sublease, consent of the landlord to the San Jose Office Lease, consent o▇ ▇▇e landlord to the Norcross Office Sublease, and such Seller enjoys peaceful and undisturbed possession the consent of the Leased Real Property;
(ii) mortgagee of the applicable Seller is Tampa Bay Premises to the Lease thereof contemplated hereby, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease except for such consents as have been obtained, will not result in a breach of or default Default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. To the Knowledge of the Seller, neither the Seller nor any other party to such Lease is in breach or Default under such Lease, and, to the Seller's Knowledge, 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 defaultDefault, and such Seller has paid all or permit the termination, modification or acceleration of rent due and payable under such Lease;
(iii) . To the applicable Seller Seller's Knowledge, 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 received nor given been redeposited in full. The Seller does not owe and will not owe in the future, any written notice of brokerage commissions or finder's fees with respect to any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no Lease. The other party is in default thereof, and no party to any such Lease has exercised is not an Affiliate of, and otherwise does not have any termination rights with respect thereto;
(iv) economic interest in, the applicable Seller. The Seller has not subleased, assigned licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable . The Seller has not pledged, mortgaged collaterally assigned or otherwise granted an Encumbrance on its leasehold any other security interest in such Lease or any Leased Real Propertyinterest therein. Seller enjoys peaceful and undisputed possession under such Lease.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (aSection 4.9(b) Sellers do not own any fee interest in any real property.
(b) of the Disclosure Schedule 4.10(b) sets forth a list, which is correct and complete in all material respects, of all of the leases and subleases (the “Company Leases”) and each leased and subleased parcel of real property leased by each Seller and used in which the Acquired Companies are a tenant, subtenant, landlord or necessary for the conduct sublandlord as of the Business as currently conducted date of this Agreement (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 paid in connection therewith, collectively, the “Company Leased Real Property”), and for each Company Lease indicates: (i) whether or not the consent of and/or notice to the landlord thereunder will be required in connection with the transactions contemplated by this Agreement; (ii) its term and any options to extend the term; (iii) the current rent payable (including all occupancy costs other than utilities); and (iv) the current amount of security deposit held by the landlord under each such Company Lease. Each of the Acquired Companies holds a true valid and existing leasehold or subleasehold interest or landlord or sublandlord interest (as applicable) in the Company Leased Real Property under each of the Company Leases listed in Section 4.9(b) of the Disclosure Schedule. Sellers have made available to Buyer true, correct and complete list copies of all leaseseach of the Company Leases, subleasesincluding, licenseswithout limitation, concessions and other agreements (whether written or oral), including all amendments, extensions renewalsmodifications, guaranties side agreements, consents, subordination agreements and other agreements guarantees executed or otherwise in force with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Company Lease. With Except as set forth in Section 4.9(b) of the Disclosure Schedule, with respect to each Company Lease:
: (i) such to the Knowledge of Sellers and the Acquired Companies, the Company Lease is legal, valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
; (ii) neither the applicable Seller Acquired Companies nor, to the Knowledge of Sellers and the Acquired Companies, any other party to the Company Lease, is not in any material respect in breach or default under such the Company Lease, and no event has occurred or circumstance exists whichthat, with the delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default in any material respect by such Seller the Acquired Companies or permit termination, modification or acceleration under the Company Lease by any other party thereto; (iii) other than the execution of this Agreement by Sellers, no event has occurred that would constitute or permit termination, modification or acceleration of the Leases Company Lease or trigger liquidated damages; (iv) the Acquired Companies have performed and will continue to perform all of their respective obligations under the Company Lease; (v) each of the Acquired Companies has not, and, to the Knowledge of SellerSellers and the Acquired Companies, no other third party is has, repudiated any provision of the Company Lease; (vi) there are no disputes, oral agreements or forbearance programs in default thereof, and no party effect as to the Company Lease that would be material to any of the Acquired Companies; (vii) the Company Lease has exercised not been modified in any termination rights with respect thereto;
respect, except to the extent that such modifications are set forth in the documents previously made available to Buyer and set forth on Section 4.9(b) of the Disclosure Schedule; and (ivviii) each of the applicable Seller Acquired Companies has not subleasedassigned, assigned transferred, conveyed, mortgaged, deeded in trust or otherwise granted to encumbered any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Propertythe Company Lease.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased All Real Property Leases are valid, binding and enforceable by each Seller and used in against the Company or necessary for the conduct other applicable Debtor, and, to the Knowledge of 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 paid in connection therewith, collectivelyCompany, the “Leased Real Property”), other parties thereto and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Lease is valid, binding, enforceable and are in full force and effect, and no written notice to terminate, in whole or part, any of such Seller Real Property Leases has been delivered to the Company or any of the other Debtors (nor, to the Knowledge of the Company, has there been any indication that any such notice of termination will be served). Other than as a result of the filing of the Chapter 11 Cases, neither the Company nor any of the other Debtors nor, to the Knowledge of the Company, any other party to any material Real Property Lease necessary for the operation of the Post-Effective Date Business is in default or breach in any material respect under the terms thereof. Other than as a result of the filing of the Chapter 11 Cases, no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default in any material respect under any Real Property Lease necessary for the operation of the Post-Effective Date Business by any of the Debtors, or, to the Knowledge of the Company, any other party thereto. Each of the Debtors enjoys peaceful and undisturbed possession under all such Real Property Leases, other than Real Property Leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to materially interfere with its ability to conduct its business as currently conducted or, individually or in the aggregate, materially detract from the value of, or, individually or in the aggregate, materially impair the use or operation of, any of the Leased Real Property;
(ii) . The Company and each of the applicable Seller other Debtors that is either the tenant or licensee named under each Real Property Lease has a good and valid leasehold interest in each real property subject to a Real Property Lease. To the Knowledge of the Company, there are not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of timepending, or boththreatened, would constitute a default by such Seller under condemnation proceedings related to any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (a) Sellers do not own any fee Each Seller has a valid leasehold interest to the leasehold estate (as lessee) in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any applicable Leased Real Property (collectivelyrelating to such Seller, the “Leases”)as lessee, free and clear of all Liens, except Permitted Liens. The Sellers have delivered to Buyer a true and complete copy not since the respective beginning date of each Lease. With respect to each Lease:
(i) such Lease is valid, bindingending on the date hereof, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any breach, default or event that with notice or lapse of time, or both, would constitute a default by such Seller the Sellers under any Lease related to the Leased Real Property, unless cured by the Sellers.
(b) With respect to the Leased Real Property, except as reflected on Schedule 3.9:
(i) the Sellers are in exclusive possession thereof;
(ii) all facilities thereon are supplied with utilities necessary for the operation of such facilities, as presently operated;
(iii) no portion thereof is subject to any pending condemnation proceeding or other similar proceeding by any Governmental Authority materially adverse to the Leases Leased Real Property and, to the Knowledge of SellerSellers’ Knowledge, there are no Threatened condemnation or other party is in default thereof, and no party to any Lease has exercised any termination rights similar proceedings with respect theretothereto materially adverse to the Business;
(iv) the applicable Seller has Sellers are not subleaseda party to any agreements with owners or users of properties adjacent to any facility located on any parcel of the Leased Real Property relating to the use, assigned operation or maintenance of such facility or any adjacent real property which would be materially adverse to the Business; and
(v) the Sellers are not a lessor under, or otherwise a party to, any Lease pursuant to which the Sellers have granted to any Person the right to use or occupy such Leased Real Property all or any portion thereof; or
(v) of the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b2.16(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, leases pursuant to which such Seller holds any Leased Real Property real property is leased by the Company or TAC (collectivelyas lessee), the “Leases”). The Sellers have delivered to Buyer a true and complete copy correct copies of each Leasewhich have been delivered, or made available, to ▇▇▇▇▇▇. With respect to each Lease:
(i) such Lease is validEach of the Company or TAC, bindingas applicable, enforceable has good and in full force and effectvalid leasehold title to, and such Seller enjoys peaceful and undisturbed possession of, all real leased property described in such leases (the “TAC Leased Property”), to which it is a party free and clear of any and all Liens other than any Permitted Liens which would not permit the termination of the Leased Real Property;
(ii) lease therefor by the applicable Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists whichlessor. Except as set forth on Schedule 2.16(b), with the delivery respect to each such parcel of noticeTAC Leased Property, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iiii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases andthere are no pending or, to the Knowledge of Sellerthe Company, no threatened suits, actions, litigation (including, without limitation condemnation proceedings or any other party is in default matter affecting the current or currently proposed use, occupancy or value) relating to such TAC Leased Property or any portion thereof, and no (ii) none of the Company or TAC, or, to the Knowledge of the Company, any third party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person person the right to use or occupy such TAC Leased Real Property or any portion thereof; or
thereof or interest therein (vexcept for such parties whose possession or use of such TAC Leased Property could not reasonably be expected to impede the Company’s or TAC’s ability to use or transfer such TAC Leased Property as the Company or TAC wishes) and (iii) neither the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller Company nor TAC has received written notice of (i) violations of building codes and/or zoning ordinances any pending or other governmental or regulatory Laws affecting the threatened special assessment relating to such TAC Leased Real Property, (ii) existing, pending orProperty and, to the Sellers’ KnowledgeKnowledge of the Company, there is no pending or threatened condemnation proceedings affecting the special assessment relating thereto. Each TAC Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 destroyed by fire or other casualty.
(d) The Leased Real Property is supplied with utilities sufficient for the continued conduct operation of the Business after the Closing in substantially the same manner as conducted prior such TAC Leased Property and abuts on or has direct, permanent vehicular access to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducteda public road.
Appears in 1 contract
Leased Real Property. (a) Sellers do not own With respect to any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for subleased to the conduct of the Business as currently conducted Corporation or its subsidiaries (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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
): (i) the lease or sublease for such Lease property is valid, legally binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession none of the Leased Real Property;
(ii) Corporation or any of its subsidiaries or, to the applicable Seller knowledge of the Vendor, the landlord, is not in breach of or default under such Leaselease or sublease, and no event has occurred or circumstance exists which, with the delivery of notice, passage lapse of time or both, would constitute such a breach or defaultdefault by any of the Corporation or its subsidiaries or permit termination, and modification or acceleration by any third party thereunder, (ii) no third party has repudiated or has the right to terminate or repudiate such Seller has paid all rent due and payable under such Lease;
lease or sublease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof, (iii) the applicable Seller has Corporation and its subsidiaries have not received nor given any written notice of any default that they have, by their use or event that with notice or lapse of time, or both, would constitute a default by such Seller under any occupation of the Leases andLeased Real Property, to contravened any lease or other right under which they occupy the Knowledge same and/or any requirement or restriction having the force of Sellerlaw, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has Corporation and its subsidiaries have not subleased, assigned or otherwise granted to received any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice that they have failed to comply with any covenants, conditions, restrictions, statutory and other requirements, by-laws, order and regulations (including in respect of (iplanning and/or building control) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending orand there are not, to the Sellers’ Knowledgeknowledge of the Vendor, threatened condemnation proceedings affecting any circumstances that are likely to lead to such a claim, dispute or proceeding, (v) there is no dispute between the Corporation or any of its subsidiaries and the landlord or the tenant or occupier of the Leased Real Property (or any of them or any part of them) or the owner or occupier of any other premises adjacent to the Leased Real Property, (vi) no rent reviews are currently under negotiation or the subject of a reference to any expert or arbitrator or the courts, and (iiivii) existingneither the Corporation nor any of its subsidiaries have received any notice that a landlord intends to break the term of any lease or to exercise any power of entry upon or right to be in possession of the Leased Real Property, pending or, except in each of sub-paragraphs (i) through (vii) as would not be material and adverse to the Sellers’ Knowledgeoperation of any applicable retail salon of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group located at such Leased Real Property. The Leased Real Property is, threatened zoningin all material respects, building code or other moratorium proceedingsin good operating condition and a good state of maintenance and repair having regard to its use and age. As at October 31, or similar matters which could reasonably be expected to adversely affect the ability to operate 2012, there were no outstanding Taxes due and payable in respect of the Leased Real Property by the Corporation or its subsidiaries, other than as currently operatedreflected in the consolidated balance sheet of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group as at October 31, 2012. Neither To the whole nor any material portion knowledge of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The the Vendor, the Leased Real Property is sufficient for exclusively occupied by the continued conduct respective entity of the Business after ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group as disclosed in the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedData Room Materials.
Appears in 1 contract
Sources: Share Purchase Agreement (Harry Winston Diamond Corp)
Leased Real Property. (aSection 4.15(b) Sellers do not own any fee interest in any real property.
(b) of the Company Disclosure Schedule 4.10(b) sets forth each parcel of real property leased by each Seller a complete and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete accurate list of all leases, subleases, licenses, concessions licenses and other similar real property agreements (whether written together with any amendments or oral)modifications thereto) granting a right to use, including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any occupy or access the Leased Real Property (collectivelyeach a “Real Property Lease”) pursuant to which the Company or a Subsidiary of the Company, as applicable, is party as of the date of this Agreement. The Company has made available to Parent true, complete and accurate copies of each Real Property Lease. Except as would not have or reasonably be Active.22007448.8.doc expected to have, individually or in the aggregate, a Material Adverse Effect, each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary of the Company, as applicable, and, to the Knowledge of the Company, the “Leases”other party thereto, enforceable in accordance with its terms (subject to proper authorization and execution of such Real Property Lease by the other party thereto and subject to the Bankruptcy and Equity Exception). The Sellers Except as would not have delivered or reasonably be expected to Buyer have, individually or in the aggregate, a true and complete copy Material Adverse Effect, each of each Lease. With respect to each Lease:
(i) such Lease the Real Property Leases is valid, binding, enforceable binding and in full force and effect, effect and such Seller enjoys peaceful and undisturbed possession of the Company or a Subsidiary has good leasehold title to all Leased Real Property;
(ii) . Neither the applicable Seller Company nor any Subsidiary is not and, to the Knowledge of the Company, no other party is in breach or violation of, or default under such Leaseunder, any of the Real Property Leases in any material respect and no event neither the Company nor any Subsidiary has occurred taken or circumstance exists failed to take any action which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute such a default by such Seller and neither the Company nor any Subsidiary has received or given any claim of default under any such agreement which remains uncured. Except as disclosed in Section 4.15(b) of the Leases andCompany Disclosure Schedule and for those which are a Permitted Lien, to the Knowledge of Seller(I) there are no written or oral subleases, no concessions or other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted contracts granting to any Person other than the Company or a Subsidiary of the Company the right to use or occupy such Leased Real Property all or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the 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 and (II) there are no outstanding options or destroyed by fire rights of first refusal to purchase all or other casualty.
(d) The a portion of such Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conductedProperty.
Appears in 1 contract
Leased Real Property. (aSection 2.13(b)(i) Sellers do not own of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any fee interest of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of 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 paid in connection therewith, collectively, the “Leased Real Property”),” and each such lease, and sublease, license or other agreement, a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “LeasesLease”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Each Lease is valid, binding, enforceable and in full force and effecteffect and enforceable in accordance with its terms (subject to Enforceability Exceptions). The Company has made available to Parent true, correct and such Seller enjoys peaceful complete copies of all Leases (including all material modifications, amendments and undisturbed possession supplements thereto). With respect to each Lease and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property;
(ii) the applicable Seller is not 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 such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (iii) existingthe Company’s or its Subsidiaries’, pending oras the case may be, possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed (other than as a result of COVID-19 or any COVID-19 Measure) and, to the Sellers’ Company’s Knowledge, threatened condemnation proceedings affecting there are no disputes with respect to such Lease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease and (iv) since December 31, 2019, neither the Company nor any of its Subsidiaries has received notice of any default, acceleration of performance or notice of termination under any Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, or free and clear of all Liens (iii) existingother than Permitted Liens). Neither the Company, pending nor any of its Subsidiaries or, to the Sellers’ Company’s Knowledge, threatened zoningany other party thereto, building code is in material breach of or other moratorium proceedings, default pursuant to any Lease. Except for the completion of the tenant improvement work performed (or similar matters which could reasonably to be expected to adversely affect performed) at landlord’s expense under the ability to operate Lease for the Leased Real Property as currently operated. Neither set forth on Section 2.13(b)(ii) of the whole nor any Company Disclosure Letter, there are no tenant improvement work, construction work or other capital projects, material portion of repairs, replacements or regularly schedule maintenance relating to any Leased Real Property has that have not been damaged completed and are currently being delayed or destroyed deferred by fire the Company or other casualtyany of its Subsidiaries.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.
Appears in 1 contract