Leased Real Property. Schedule 5.2(l) sets forth a true, correct and complete list as of June 30, 2005 of all Material Leases of real property to which any GMACCH Company is a party as a tenant or subtenant (the “Leased Real Property”). True, correct and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to the Leased Real Property have previously been made available by the Company to Investor. Each of the GMACCH Companies has in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party any portion of any Leased Real Property.
Appears in 1 contract
Leased Real Property. (a) Schedule 5.2(l) sets forth 3.8 contains a true, correct and complete list of all Real Property Leases, including all amendments, modifications and agreements relating thereto. Schedule 3.8 also sets forth, as of June 30the date hereof, 2005 the street address, city, county and state of all Material Leases each parcel of real property to which any GMACCH Company is a party as a tenant or subtenant (the “Leased Real Property”). True, correct together with the identity of the lessor or sublessor of such Leased Real Property.
(b) Seller has a valid and complete copies enforceable leasehold interest under the Real Property Lease for each Leased Real Property that it is the lessee (or sublessee) of all Material Leases and Seller has not received any written notice of, and Seller has no Knowledge of, any default or event that, with notice or lapse of time, or both, would constitute a default under any of the Real Property Leases.
(c) The title, dates, parties and all amendments, modifications and supplemental or agreements theretoaffecting the Leased Real Property are specifically listed on Schedule 3.8, and all subleases in the possession of the Companythere are no other leases, Seller amendments, modification or Parent agreements relating to the Leased Real Property have previously been made available and no other real property is used by the Company to Investor. Each or part of the GMACCH Companies has in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by Seller’s operations other than the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property and the Real Property. To .
(d) No other real property is used primarily in the knowledge operation of Parent the Business other than the Leased Real Property and Seller, the Real Property.
(ie) no third The Contemplated Transactions and the documents to be delivered at or before Closing do not require the Consent of any other party is in material default under or has breached in any material respect any Material Lease in respect of relating to the Leased Real Property, will not result in a breach of or default under any Real Property Lease, will not give rise to any termination or recapture rights, 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.
(iif) Seller’s possession and quiet enjoyment of the Leased Real Property under the Real Property Leases has not been disturbed, and there are no disputes with respect to Leased Real Property.
(g) Neither Seller nor any other party to any lease is in breach or default under such lease, and no event has occurred and is continuing thator circumstance exists which, with notice or the delivery of notice, the passage of time or both, would constitute such a material breach or default, violation or breach permit the termination, modification or acceleration of rent under such lease. No security deposit or portion thereof deposited with respect to such lease has been applied which has not been re-deposited in any respect full.
(h) The lessors under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use Leases are not Related Persons of, and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a partyotherwise does not have any economic interest in, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party any portion of any Leased Real PropertySeller.
Appears in 1 contract
Sources: Asset Purchase Agreement
Leased Real Property. The Assets do not include any owned real property. Schedule 5.2(l) 3.4 sets forth a true, correct and complete list as of June 30, 2005 of all Material Leases of real property to in which any GMACCH Company is Seller has a party as a tenant or subtenant leasehold interest (the “Leased Real Property”, with the leases or other Contracts evidencing such interests, and any amendments or modifications thereto or restatements thereof, being referred to as the “Real Property Leases”). True, correct Seller has provided Buyer with complete and complete accurate copies of all Material Real Property Leases. The Real Property Leases are in good standing and all amendmentsare valid, modifications binding and supplemental agreements theretoenforceable in accordance with their respective terms and no party to any Real Property Lease has given Seller notice (whether written or oral) of, and all subleases in the possession or made a claim with respect to, any breach or default thereunder. None of the Company, Seller or Parent relating to the Leased Real Property have previously been made available by is subject to any assignment, sublease or grant to any Person of any license or right to the Company to Investor. Each use, occupancy or enjoyment of the GMACCH Companies has property or any portion thereof except that Crosscutting Concepts, LLC occupies 2,200 square feet of the Leased Real Property located on floor 2 of 1▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, which sublease or occupation is in all material respects performedcompliance with and will not (with or without notice or lapse of time) result in a violation of the Real Property Leases, except as set forth on Schedule 3.4. The Leased Real Property is not subject to any lien or is now performing in all material respectsEncumbrances (other than the lien, its obligations underif any, of current property Taxes and is assessments not in default and other than as expressly provided for in the Real Property Leases). The Leased Real Property is not subject to any use restrictions, exceptions, reservations or limitations which in any respect interfere with or impair the present and continued use thereof in the Business. Seller has paid on or prior to the date hereof (after giving effect to the Closing) to the applicable landlord all rentals and other amounts due and payable under the Real Property Leases as of the Closing. Seller has paid on or prior to the date hereof (after giving effect to the Closing) all required impositions under the Real Property Leases (e.g., Taxes, insurance, operating expense) up through and would not including the day of Closing to the extent the same were due and payable by or as of the lapse of time and/or Closing Date. There are no unpaid claims for labor or services done to or upon or materials furnished for the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease Leased Real Property in respect of which liens or Encumbrances have been or may be filed and there is no judgment or Order of any court or Governmental Body that is or may become a lien or Encumbrance on the Leased Real Property. To the knowledge of Parent and Seller, (i) There are no third party is in material default under pending or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium threatened condemnation or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity Proceedings or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet claims relating to any third party any portion of any the Leased Real Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Applied Dna Sciences Inc)
Leased Real Property. Section 3.16(a) of the Disclosure Schedule 5.2(l) sets forth contains a true, correct true and complete list as of June 30, 2005 (i) all Contracts (“Real Property Leases”) pursuant to which the Companies or any of all Material Leases of the Subsidiaries leases or licenses real property to which any GMACCH Company is a party as a tenant or subtenant licensee, as applicable (the “Leased Real Property”)) and (ii) all real property which is leased or licensed by the Companies or any of the Subsidiaries, as lessor or licensor, as applicable, to third parties, or any Leased Real Property which is subleased or sublicensed by the Companies or any of the Subsidiaries, as sublessor or sublicensor, as applicable, to third parties, in each case, as of the date of this Agreement. True, correct True and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to the Leased Real Property Leases have previously been made available by or delivered to Buyers prior to the Company to Investordate of this Agreement. Each Except as set forth in Section 3.16(a) of the GMACCH Companies has Disclosure Schedule, each such Real Property Lease is in all material respects performed, or is now performing in all material respects, its obligations under, full force and effect and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legalvalid, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Leaseits respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights in general generally, including the effect of laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). Each Material Lease in respect Neither the Companies nor the applicable Subsidiary has received any notice of Leased any default by such Company or such Subsidiary, on the one hand, or the lessor or licensor, on the other hand, under any Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party any portion of any Leased Real PropertyLease.
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Leased Real Property. Schedule 5.2(l) sets forth a true, correct and complete list as of June 30, 2005 of all Material Leases of Seller leases the real property to which any GMACCH Company is a party as a tenant or subtenant (the “"Leased Real Property”") located at 8845 ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇rsuant to a real property lease dated as of December 31, 1998 with Governor's Hill Properties (the "Real Property Lease"). True, correct A true and complete copies copy of all Material Leases and all amendments, modifications and supplemental agreements theretothe Real Property Lease has been provided to Buyer. Except as set forth on Schedule 3.9, and all subleases to the best of Seller's knowledge, no asbestos, asbestos-containing materials, or PCB compounds have been used in the possession construction or repair of, or any alterations or additions to, or are otherwise located on, any portion of the CompanyLeased Real Property. The Real Property Lease is in full force and effect, valid and enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditor's rights generally and by equitable limitations on the availability of specific remedies. The Real Property Lease has not been amended or modified except as set forth on Schedule 3.9, and there are no agreements, written or oral, between Seller or Parent relating to and the owner of the Leased Real Property have previously been made available by other than the Company Real Property Lease. Seller has not received any notice of any, and, to Investor. Each the best of the GMACCH Companies has in all material respects performedSeller's knowledge, or is now performing in all material respectsthere exists no, its obligations underdispute, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default)claim, nor has it received notice event of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, event which constitutes or would constitute (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage lapse of time or both, would constitute ) a material default, violation or breach in any default under the Real Property Lease. All rent and other amounts due and payable with respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants Lease have been paid through the relevant GMACCH Company date of this Agreement and all rent and other amounts due and payable with respect to the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property on or prior to which it is a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet the Closing Date will have been paid prior to any third party any portion of any Leased Real Propertythe Closing Date.
Appears in 1 contract
Leased Real Property. Section 3.9(c) of the Company Disclosure Schedule 5.2(l) sets forth a true, correct and complete list as of June 30, 2005 of all Material Leases of real property to which any GMACCH leased, licensed, or otherwise used or occupied (but not owned) at Closing by the Company is a party as a tenant or subtenant (collectively, the “Leased Real Property”). True) under any lease, correct and complete copies sublease, license, concession, or other agreement allowing for occupancy of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to the Leased Real Property have previously been made available by the (each, a “Real Property Lease”). The Company to Investor. Each of the GMACCH Companies has a valid and subsisting leasehold interest in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, in each case free and (ii) clear of all Encumbrances, other than the Real Estate Encumbrances. All such Real Property Leases are in full force and effect, and there are no event has occurred and is continuing thatexisting breaches or defaults by, or any events that with notice or without the passage of time or the giving of notice, or both, would constitute a material breach, default, violation or breach in any respect an event of default by, the Company under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all Liens, party by any other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet party to any third such Real Property Lease. To the knowledge of the Company, no event has occurred, and no circumstances or condition exists or has threatened to exist that would prevent the Business, and the Company in its operation of the Business after the Closing Date, from enforcing its rights with respect to Leased Real Property after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. The operations of the Company on the Leased Real Property do not violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the past and present operations of the Company and the Business on the Leased Real Property have been lawfully issued to the Company and are, as of the date of this Agreement in full force and effect. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser prior to the date of this Agreement, and no changes have been made to any Real Property Leases since the date of delivery. The Leased Real Property has not been subleased or licensed by the Company, and the Company is the only party any portion in occupancy of any the Leased Real Property.
Appears in 1 contract
Sources: Merger Agreement (Universal Security Instruments Inc)
Leased Real Property. Section 5.10(c) of Sellers Disclosure Schedule 5.2(l) sets forth a true, correct an accurate and complete list as of June 30, 2005 of all Material Leases of real property to which any GMACCH leased, licensed, or otherwise used or occupied (but not owned) at Closing by the Company is a party as a tenant or subtenant (collectively, the “Leased Real Property”). True) under any lease, correct and complete copies sublease, license, concession, or other agreement allowing for occupancy of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to the Leased Real Property have previously been made available by the (each, a “Real Property Lease”). The Company to Investor. Each of the GMACCH Companies has a valid and subsisting leasehold interest in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, in each case free and (ii) clear of all Encumbrances, other than Real Estate Encumbrances. All such Real Property Leases are in full force and effect, and there are no event has occurred and is continuing thatexisting breaches or defaults by, or any events that with notice or without the passage of time or the giving of notice, or both, would constitute a material breach, default, violation or breach in any respect an event of default by, the Company under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear or, to the Knowledge of all LiensSellers, by any other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet party to any third such Real Property Lease. To the Knowledge of Sellers, there exists no condition, restriction or reservation that would prevent the Business, and the Company in its operation of the Business after the Closing Date, from enforcing its rights with respect to Leased Real Property after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. Sellers have not received any written notice that, nor to Seller’s Knowledge do, the operations of the Company on the Leased Real Property violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the present operations of the Company and the Business on the Leased Real Property have been lawfully issued to the Company and are, as of the date of this Agreement, and will be as of the Closing Date, in full force and effect. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Accurate and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser, and no changes have been made to any Real Property Leases since the date of delivery. The Leased Real Property is not subject to any sublease or license by the Company, and the Company is the only party any portion in occupancy of any the Leased Real Property.
Appears in 1 contract
Sources: Share Purchase Agreement (Wireless Telecom Group Inc)
Leased Real Property. Schedule 5.2(l3.17(b) sets forth contains a true, complete and correct and complete list as of June 30, 2005 of all leases, subleases or occupancy agreements (together with any and all amendments and modifications thereto and any guarantees thereof) (each a “Material Leases of Real Property Lease”) pursuant to which the Company or a Subsidiary (as the case may be) leases, subleases or occupies real property to which any GMACCH Company is a party as a tenant tenant, subtenant or subtenant occupant (such real property, the “Leased Real Property”). TrueExcept as set forth on Schedule 3.17(b), correct each Material Real Property Lease is legal, valid and complete copies of all Material Leases and all amendments, modifications and supplemental agreements binding on the Group Company party thereto, in full force and all subleases effect and enforceable in accordance with its terms (subject to proper authorization and execution of such Material Real Property Lease by the possession other party thereto and 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 on Schedule 3.17(b), each of the CompanyGroup Companies, Seller or Parent relating and, to the Leased Real Property have previously been made available by the Company to Investor. Each Company’s Knowledge, each of the GMACCH Companies other parties thereto, has performed in all material respects performed, or is now performing in all material respects, obligations required to be performed by it under each Material Real Property Lease. Neither the Company nor its obligations underSubsidiaries is, and is not in default under (and would not by to the lapse of time and/or the giving of notice be Company’s Knowledge, no other party is, in default), nor has it received notice of default violation or notice of termination in respect of, breach under any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real PropertyProperty Lease, and (ii) no event has occurred and is continuing thatthat constitutes or, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants Lease. To the relevant GMACCH Company’s Knowledge, the Company or a Subsidiary (as the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company case may be) has good and valid title to the leasehold estate granted by each under the Material Lease in respect of Leased Real Property to which it Leases. Each such leasehold estate is a party, free and clear of all Liens except Permitted Liens. To the Company’s Knowledge, other than Permitted Exceptions. Each GMACCH Company each of the Group Companies enjoys peaceful and undisturbed possession in all material respects under its respective Material Real Property Leases. No GMACCH Company has sublet Except as disclosed on Schedule 3.17(b), (i) there are no written or oral leases, subleases, concessions or other contracts granting to any third party Person other than a Group Company the right to use, lease, or occupy any Leased Real Property or any portion thereof and (ii) there are no outstanding options, rights of any first offer, rights of first refusal or other contractual rights to purchase, acquire, sell or dispose of all or a portion of such Leased Real Property.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
Leased Real Property. (a) Schedule 5.2(l2.2(a) sets forth the Leased Real Property and sets out a true, correct true and complete list of, in respect of the Lease: (i) the municipal address and applicable unit or premises leased; (ii) the date of the Lease and any amendments to it; (iii) the original parties to the Lease and any amendment; (iv) the area of the space subject to the Lease; (v) the remaining term and any unexpired options to extend or renew; (vi) the current basic rent; (vii) the amount of any prepaid rent, deposit and identification of any guarantee or security given in respect of the Lease; and (viii) any current or future rent-free or reduced rent occupancy.
(b) No Seller is a party, as lessor or sublessor, to any lease or agreement to lease in respect of June 30, 2005 of all Material Leases of any real property used in the Purchased Business except for any leases for the properties described on Schedule 2.3(m).
(c) The Lease is valid and subsisting, in full force and effect, unamended by oral or written agreement, and the Seller party to which the Lease is entitled to the full benefit and advantage of the Lease in accordance with its terms. The Lease is in good standing and there has not been any GMACCH Company is default by the Seller party to the Lease nor, to the Seller’s knowledge, by any other party under the Lease, and there are no disputes between the applicable Seller and the landlord under the Lease.
(d) The Sellers have provided to the Purchaser a party as a tenant complete and accurate copy of the Lease (including all amendments and supplements thereto). There are no arrears of rent or subtenant other defaults under the Lease nor are there any disputes between the parties thereto.
(e) To the “Sellers’ knowledge, the Leased Real Property”)Property and the current use of it comply in all material respects with applicable Law. TrueTo the Sellers’ knowledge, correct no notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Leased Real Property or any part of it or with respect to the use or occupancy of the Leased Real Property or any part of it has been given by any Governmental Authority having jurisdiction over the Leased Real Property or by any other Person entitled to enforce the same.
(f) To the Sellers’ knowledge, each parcel of the Leased Real Property has full and complete copies free legally enforceable access to and from public highways, which access is sufficient for the purposes of all Material Leases and all amendments, modifications and supplemental agreements theretothe operation of the Purchased Business in the Ordinary Course of Business, and all subleases the Sellers have no knowledge of any fact or condition that would result in the possession interruption or termination of such access.
(g) To the Sellers’ knowledge, the Leased Real Property is zoned so as to permit their current use. None of the CompanySellers nor the Purchased Entity has received notice or has other information or knowledge of any work orders, Seller deficiency notices or Parent relating other similar notices of noncompliance issued by any Governmental Authorities or otherwise with respect to the Leased Real Property have previously been made available by that are outstanding requiring or recommending that work or repairs in connection with the Company to Investor. Each of the GMACCH Companies has in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real PropertyProperty or any part thereof are necessary, desirable or required. To the knowledge of Parent and Sellerthe Sellers, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect each part of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear passed all inspections of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party any portion of any Leased Real PropertyGovernmental Authorities having jurisdiction over it.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Descartes Systems Group Inc)
Leased Real Property. Schedule 5.2(l) 3.7.2 sets forth a true, correct an accurate and complete list as of June 30, 2005 of all Material Leases leases and subleases of real property to which any GMACCH the Company is a party (as lessee, lessor, sublessee or sublessor), including, without limitation, leases which the Company has either subleased or assigned to a tenant or subtenant third party and as to which the Company remains liable (such leases and subleases are collectively referred to as the “Leased Real PropertyProperty Leases”). TrueEach Real Property Lease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2) is valid, correct binding and complete copies in full force and effect; all rents and additional rents and other sums, expenses and charges due on each such lease have been paid; and the lessee has been in peaceable possession since the commencement of all Material Leases its original possession under such lease and all amendmentsno waiver, modifications and supplemental agreements theretoindulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor. Except as set forth in Schedule 3.7.2, and all subleases in there exists no default or event of default by the possession Company or, to the Knowledge of the Company, Seller or Parent relating by any other party to the Leased such Real Property have previously been made available by Lease, or occurrence, condition or act (including the Company to Investor. Each purchase of the GMACCH Companies has in all material respects performedPurchased Interests and Purchased Warrants hereunder) which, or is now performing in all material respectswith the giving of notice, its obligations under, and is not in default under (and would not by the lapse of time and/or or the giving happening of notice be in default)any further event or condition, nor has it received would become a default or event of default by the Company under such Real Property Lease, and there are no outstanding claims of breach or indemnification or notice of default or notice termination of termination in respect of, any Material Lease in respect of Leased Real PropertyProperty Lease. To The real property leased by the knowledge of Parent and Seller, (i) no third party Company is in material default under or has breached in any material respect any Material Lease in respect a state of Leased Real Property, good maintenance and (ii) no event has occurred repair and is continuing that, with notice or adequate and suitable for the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to purposes for which it is a partypresently being used, free and clear to the Knowledge of all Liensthe Company, other than Permitted Exceptionsthere are no material repair or restoration works likely to be required in connection with any of the leased real properties. Each GMACCH Except as set forth on Schedule 3.7.2, the Company enjoys peaceful is in physical possession and undisturbed possession in all material respects under actual and exclusive occupation of the whole of each of its respective Material Leasesleased properties. No GMACCH The Company has sublet does not owe any brokerage commission with respect to any third party any portion of any Leased Real PropertyProperty Leases.
Appears in 1 contract
Sources: Securities Purchase Agreement (Solomon Technologies Inc)
Leased Real Property. Section 3.6(b) of the Disclosure Schedule 5.2(l) sets forth the address of each Leased Real Property, and a true and complete list of all Real Property Leases for each such Leased Real Property, together with its address, lease term and currently in effect monthly rent amount. With respect to each Leased Real Property, the Company and its Subsidiaries have a valid leasehold interest therein, free and clear of Liens except for Permitted Liens. Seller has delivered to Buyer a true, correct and complete list copy of each Real Property Lease. Except as of June 30, 2005 of all Material Leases of real property to which any GMACCH Company is a party as a tenant or subtenant (the “Leased Real Property”). True, correct and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession set forth on Section 3.6(b) of the CompanyDisclosure Schedule, Seller or Parent relating with respect to each of the Leased Real Property have previously been made available by the Company to Investor. Each of the GMACCH Companies has in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, Leases: (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased such Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Property Lease is a legal, valid, binding and enforceable obligation against the Company (or the applicable Subsidiary of or against one or more GMACCH Company the Company) and is in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general full force and subject to general principles of equity effect and has not been modified; (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company ii) enjoys peaceful and undisturbed possession under such Real Property Leases; (iii) all rent payable under such Real Property Leases has been paid to date and the Company and its Subsidiaries (or the applicable Subsidiary of the Company) is not in breach or default under such Real Property Lease, in any material respect; and (iv) none of the Company or any of its Subsidiaries is subleasing, licensing, or otherwise granting any Person the right to use or occupy such Real Property Lease or any portion thereof. To the Knowledge of Seller, each party to each Leased Real Property, has performed in all material respects all obligations required to be performed by it under its respective Material Leases. No GMACCH Company has sublet to any third party any portion of any Leased each such Real PropertyProperty Lease.
Appears in 1 contract
Leased Real Property. Schedule 5.2(l(a) Section 4.12 of the Disclosure Schedules sets forth a true, correct and complete list as of June 30, 2005 of all Material Leases of real property to in which any GMACCH Company is Seller, as lessee, has a party as a tenant or subtenant leasehold interest (the “Leased Real Property”). TrueExcept as set forth in Section 4.12 of the Disclosure Schedules, correct and complete copies neither Seller nor, to the Knowledge of all Material Leases and all amendmentsSeller, modifications and supplemental agreements theretoany other party thereto is in breach of or default under any Real Property Lease, and all subleases no party to any Real Property Lease has given Seller written notice of or made a written claim with respect to any breach or default thereunder. Except as set forth in the possession Section 4.12 of the CompanyDisclosure Schedules, to the Knowledge of Seller, the Leased Real Property is not subject to any Encumbrance that has been caused or created by Seller (other than the lien, if any, of current property Taxes and assessments not in default). To the Knowledge of Seller, there are no pending or Parent threatened condemnation or other Proceedings or claims relating to any of the Leased Real Property.
(b) No notice of a violation of any Laws, or of any covenant, condition, easement or restriction which is material to the Leased Real Property have previously or its use or occupancy has been made available by the Company given to Investor. Each of the GMACCH Companies has in all material respects performedSeller.
(c) Seller holds good, or is now performing in all material respects, its obligations under, valid and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, marketable leasehold title to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all LiensEncumbrances, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful Encumbrances and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party any portion minor title imperfections and easements and encroachments created by Seller which do not adversely affect the use or operation of any the Leased Real PropertyProperty by Seller.
Appears in 1 contract
Leased Real Property. (a) None of the Company or any Subsidiary owns or has owned any real property.
(b) Section 3.14(b) of the Disclosure Schedule 5.2(llists: (i) sets forth a truethe block and lot number, correct and complete list as the street address, of June 30, 2005 of all Material Leases each parcel of real property to which leased or subleased by the Company or any GMACCH Company is a party as a tenant or subtenant Subsidiary (the “Leased Real Property”). True, correct (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) all applicable lease agreements for each parcel of Leased Real Property and a summary of the terms and rental payment amounts pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property.
(c) The Company has made available to the Purchaser true and complete copies of all Material Leases and all amendmentslease agreements for each parcel of Leased Real Property, modifications and supplemental agreements theretoas listed in Section 3.14(b) of the Disclosure Schedule. With respect to each lease listed in Section 3.14(b) of the Disclosure Schedule, and all subleases none of the Company nor any Subsidiary has exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any such lease or sublease.
(d) To the possession knowledge of the Company, Seller either the Company or Parent relating a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Leased Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability to use the Leased Real Property have previously been made available by for the Company to Investorpurposes for which it is currently being used. Each To the knowledge of the GMACCH Companies has in all Company, there are no material respects performedlatent defects or material adverse physical conditions affecting the Leased Real Property or any of the facilities, buildings, improvements, or is now performing in all material respects, its obligations under, and is not in default under (and would not by fixtures attached to or located on any of the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Sellerthe Company, (i) no third party is in material default under neither the Company nor any Subsidiary has leased or has breached in subleased any material respect parcel or any Material Lease in respect portion of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect parcel of Leased Real Property to which it is a partyany other Person and no other Person has any rights to the use, free and clear occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.14(b) of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet the Disclosure Schedule to any third party any portion of any Leased Real Propertyparty.
Appears in 1 contract
Sources: Share Purchase Agreement (Iis Intelligent Information Systems LTD)
Leased Real Property. Schedule 5.2(l4.15(a) sets forth of the Disclosure Schedule contains a true, correct true and complete list as of: (i) the address of June 30, 2005 of all Material Leases each parcel of real property to which any GMACCH is leased by each Company as lessee or sublessee together with the identity of the lessor or sublessor of such real property and the identity of the Company which is a party the lessee or sublessee of such real property; and (ii) the address of each parcel of real property which is leased by each Company as a tenant lessor or subtenant sublessor together with the identity of the lessee or sublessee and the identity of the Company which is the lessor or sublessor of such real property (all of the real property listed in Schedule 4.15(a) being hereinafter the “Leased Real Property”). TrueSchedule 4.15(a) of the Disclosure Schedule also contains a list, correct identifying by parties and dates, of all leases pursuant to which the Leased Real Property is leased by either of the Companies, whether as tenant, lessee or sublessee or as lessor or sublessor (each such lease being hereinafter a “Real Property Lease”). Except for the Real Property Leases listed in Schedule 4.15(a) of the Disclosure Schedule, there are no other leases relating to any Leased Real Property and there is no real property which is used in the conduct of the business except for the Leased Real Property and real property at which the Companies perform services for customers. True and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to the Leased each Real Property Lease have previously been made available or delivered to Buyer prior to the date of this Agreement. Each Real Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its respective terms, in each case, except as enforceability may be limited by the Company to InvestorEnforceability Exceptions. Each Neither of the GMACCH Companies has nor, to the Knowledge of the Companies, any other party to any of the Real Property Leases is in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect violation of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect respect, any Material of the terms of any such Real Property Lease in respect of Leased Real Property, and (ii) no event or condition has occurred and is continuing thatwith respect to either of the Companies or, to the Knowledge of the Companies, with notice or respect to any other party to any of the Real Property Leases, that with the passage of time or giving of notice (or both, ) would constitute a material default, violation or breach in any respect default under any Material Lease Real Property Lease. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not require the consent of any party to any Real Property Lease, will not result in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of breach or against one or more GMACCH Company in accordance with default under the terms of such Material Leaseany Real Property Lease and will not cause any Real Property Lease to 738336390 cease to be legal, except as may be limited by bankruptcyvalid, insolvencybinding, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and enforceable (subject to general principles the Enforceability Exceptions) and in full force and effect immediately following the Closing, in each case except to the extent otherwise required in connection with or resulting from the execution and delivery of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material the New Lease in respect of Leased Real Property grants Agreements concurrently with the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party any portion of any Leased Real PropertyClosing.
Appears in 1 contract
Sources: Equity Purchase Agreement (Gibraltar Industries, Inc.)
Leased Real Property. Schedule 5.2(l5.15(b) sets forth a true, correct and complete list as of June 30, 2005 lists all common addresses of all Material Leases of real property leased, subleased or licensed to any Target Company, or that any Target Company otherwise uses, operates or occupies and which any GMACCH is not owned by a Target Company is a party as a tenant or subtenant (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). TrueThe Company has provided or made available to the Buyer a true, complete and correct and complete copies copy of all Material Leases Real Property Leases. The Company is the lessee under each of the Real Property Leases. Each Real Property Lease is valid, binding, in full force and all amendmentseffect and enforceable in accordance with its terms, modifications and supplemental agreements theretowith respect to the Company, and all subleases in and, the possession Knowledge of the Company, Seller or Parent relating with respect to the Leased any other party thereto, and there is no existing default under any Real Property have previously been made available Leases by the Company or, to Investor. Each the Knowledge of the GMACCH Companies Company, by any other party to such Real Property Leases. The Company has in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by exclusive possession of the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) there are no event has occurred and is continuing thatleases, with notice subleases, licenses, lease guaranties, assignments, occupancy agreements or other Contracts granting any Person the passage right of time use or both, would constitute a material default, violation or breach in occupancy of any respect under any Material Lease in respect of Leased Real Property, whether as lessor, lessee, sublessor, sublessee, licensor or licensee. Except for Permitted Liens or as described in Schedule 5.15(b), the Company’s interest in the Real Property Leases is free and clear of any Liens. With respect to each of the Real Property Leases:
(i) other than those Real Property Leases listed on Schedule 5.15(b)(i) and any consents already obtained and provided to the knowledge Buyer prior to the date hereof, the transactions contemplated by this Agreement (A) do not require the consent of Parent and Sellerany other party to such Real Property Lease, by any third party. Each Material (B) will not result in a breach of or default under such Real Property Lease, (C) will not otherwise cause such Real Property Lease is a to cease to be legal, binding valid, binding, enforceable and enforceable obligation of in full force and effect following the Closing, and (D) will not entitle the applicable landlord or against one sublandlord to terminate the Real Property Lease or more GMACCH Company in accordance with the terms of recapture such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants or any portion thereof, increase rent, charge any additional fees, or require any other modifications to the relevant GMACCH terms and conditions of such Real Property Lease;
(ii) the Target Companies have performed all material obligations required to be performed by it prior to the date hereof under such Real Property Lease and is not, nor, to the Company’s Knowledge, is the applicable counterparty, in breach or default thereunder (and there is no event or condition that would constitute a breach or default after notice, lapse of time, or both); and
(iii) No Target Company has assigned its interest in any such Real Property Lease or subleased, licensed or otherwise granted the right to any third party to use and or occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party or any portion of any Leased Real Propertythereof.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Astec Industries Inc)
Leased Real Property. Schedule 5.2(l) sets forth a true, correct 3.2.11 contains an accurate and complete list as of June 30, 2005 of all Material Leases of real property leases, subleases, real property licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the CLP, or by Cap C LP in relation to the Cap C Business and assigned to the CLP pursuant to the Conveyance Documents, to which any GMACCH Company the CLP is a party (as lessee, sublessee, lessor, sublessor, licensor or licensee) (each individually, a tenant or subtenant ("Real Property Lease" and collectively, the “Leased "Real Property”Property Leases"). TrueEach Real Property Lease is valid, correct binding and complete copies of in full force and effect; all Material Leases rents and all amendmentsadditional rents and other sums, modifications expenses and supplemental agreements thereto, charges due thereunder to date on each Real Property Lease have been paid; and all subleases the lessee has been in peaceable possession since the possession commencement of the Companyoriginal term of each Real Property Lease and no waiver, Seller indulgence or Parent relating postponement of the lessee's obligations thereunder has been granted by the lessor. There exists no default or event of default by Cap C LP or the CLP or to the Leased knowledge of Newport or the Cap C Principals by any other party to any Real Property have previously been made available by Lease; and there exists no occurrence, condition or act (including the Company to Investor. Each purchase of the GMACCH Companies has in all material respects performedPurchased Units hereunder) which, or is now performing in all material respectswith the giving of notice, its obligations under, and is not in default under (and would not by the lapse of time and/or or the giving happening of notice be in default)any further event or condition, nor has it received would become a default or event of default by Cap C LP or the CLP under any Real Property Lease, and there are no outstanding claims of breach or indemnification or notice of default or notice termination of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants Lease. Cap C LP held and the relevant GMACCH Company CLP now holds the right to use and occupy leasehold estate on all the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, Leases free and clear of all LiensLiens except as set forth on Schedule 3.2.11. The real property leased by Cap C LP and/or the CLP is in a state of good maintenance and repair (ordinary wear and tear excepted), other than Permitted Exceptionsadequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the leased real properties. Each GMACCH Company enjoys peaceful Cap C LP was, and undisturbed the CLP now is, in physical possession in all material respects under and actual and exclusive occupation of the whole of each of its respective Material Leasesleased properties. No GMACCH Company environmental claim has sublet been made against Cap C LP or the CLP with respect to any third party Real Property Lease. Neither Cap C LP nor the CLP owes any portion brokerage commission with respect to any of any Leased the Real PropertyProperty Leases.
Appears in 1 contract
Sources: Limited Partnership Unit Purchase Agreement (MDC Partners Inc)
Leased Real Property. Schedule 5.2(l) sets forth a true, correct 3.7.2 contains an accurate and complete list as of June 30, 2005 of all Material Leases of real property to which any GMACCH Company is a party as a tenant or subtenant (the “Leased Real Property”). True, correct and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to the Leased Real Property have previously been made available Leases, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the Company (including, without limitation, any Real Property Lease which the Company has subleased or assigned to Investoranother Person and as to which the Company remains liable). Each Real Property Lease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2) is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each such Real Property Lease have been paid except to the extent that such sums, expenses and charges due are Assumed Liabilities as set forth on Schedule 1.3; and the lessee has been in peaceable possession since the commencement of the GMACCH Companies original term of such Real Property Lease and no waiver, indulgence or postponement of the lessee’s obligations thereunder has in all material respects performedbeen granted by the lessor. Except to the extent of payment defaults that are specifically identified as such on Schedule 1.3, there exists no default or is now performing in all material respectsevent of default by the Company or by any other party to any Real Property Lease; and there exists no occurrence, its obligations undercondition or act (including the purchase of the Assets hereunder) which, and is not in default under (and would not by with the giving of notice, the lapse of time and/or or the giving happening of notice be in default)any further event or condition, nor has it received would become a default or event of default by the Company under any Real Property Lease or which would require the consent of any Person, and there are no outstanding claims of breach or indemnification or notice of default or notice termination of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants Lease. The Company holds the relevant GMACCH Company leasehold estate on all the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, Leases free and clear of all LiensLiens except as set forth on Schedule 3.7.2 and any mortgagees’ liens on the real property in which such leasehold estate is located. The real property leased by the Company is in a state of good maintenance and repair, other than Permitted Exceptionsis adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the leased real properties. Each GMACCH The Company enjoys peaceful is in physical possession and undisturbed possession in all material respects under actual and exclusive occupation of the whole of each of its respective Material Leasesleased properties. No GMACCH The Company has sublet does not owe any brokerage commission with respect to any third party any portion of any Leased the Real PropertyProperty Leases.
Appears in 1 contract
Sources: Asset Purchase Agreement (Majesco Entertainment Co)
Leased Real Property. Schedule 5.2(l) sets forth a true, correct 3.7.2 contains an accurate and complete list as of June 30, 2005 of all Material Leases of real property to which any GMACCH Company is a party as a tenant or subtenant (the “Leased Real Property”). True, correct and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to the Leased Real Property have previously been made available Leases, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the Company (including, without limitation, any Real Property Lease which the Company has subleased or assigned to Investoranother Person and as to which the Company remains liable). Each Except as set forth on Schedule 3.7.3, each Real Property Lease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2): (a) is valid, binding and in full force and effect; (b) all rents and additional rents and other sums, expenses and charges due to the Effective Date have been paid; (c) the lessee has been in peaceable possession since the commencement of the GMACCH Companies original term thereof; (d) no waiver, indulgence or postponement of the lessee's obligations thereunder has in all material respects performedbeen granted by the lessor; (e) there exists no default or event of default by the Company or to the knowledge of the Company and the Owners, by any other party thereto; (f) there exists no occurrence, condition or is now performing in all material respectsact (including the purchase of the Assets hereunder) which, its obligations underwith the giving of notice, and is not in default under (and would not by the lapse of time and/or or the giving happening of notice be in default)any further event or condition, nor has it received would become a default or event of default by the Company thereunder; and (g) there are no outstanding claims of breach or indemnification or notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Propertythereunder. To The Company holds the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased leasehold estate on all Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a partyLeases, free and clear of all Liens, other than Permitted Exceptionsexcept as set forth on Schedule 3.6 and the liens of mortgagees of the real property in which such leasehold estate is located. Each GMACCH Except as set forth on Schedule 3.7.2, the real property leased by the Company enjoys peaceful is in a state of good maintenance and undisturbed repair and is adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the leased real properties. The Company is in physical possession in all material respects under and actual and exclusive occupation of the whole of each of its respective Material Leasesleased properties. No GMACCH The Company has sublet does not owe any brokerage commission with respect to any third party any portion of any Leased Real PropertyProperty Lease.
Appears in 1 contract
Sources: Asset Purchase Agreement (Paradise Music & Entertainment Inc)
Leased Real Property. Section 3(i)(i) of the Disclosure Schedule 5.2(l) sets forth a true, correct true and complete list as and description of June 30, 2005 of all Material Leases of the real property leased, subleased or licensed by the Company, or for which a right to which any GMACCH use or occupy real property has been granted to the Company is a party as a tenant or subtenant (the “Leased Real Property”), including identification of the Leased Real Property leased, subleased or licensed to the Company by Alon Realty or for which a right to use or occupy the Leased Real Property has been granted to the Company by Alon Realty (the “Alon Realty Leased Real Property”). TrueSection 3(i)(i) of the Disclosure Schedules also identifies each lease, correct and complete copies of all Material Leases and sublease, license or other Contract or agreement under which the Company leases, subleases, licenses or otherwise uses or occupies the Leased Real Property (including all amendments, modifications modifications, supplements, renewals and supplemental extension thereto and guarantees thereof, the “Leases”). Except as set forth on Section 3(i)(i) of the Disclosure Schedule, there are no leases, subleases, options or other agreements theretorelating to or affecting the Leased Real Property to which the Company is a party. The Company is not currently in default of or in violation of any of the terms of any Lease. All of the Leases are in full force and effect, valid, and all subleases in binding on the possession Company and, to the Knowledge of the Company, Seller or Parent relating on each counterparty thereto, and enforceable in accordance with their respective terms, subject to the Leased Real Property have previously been made available by Bankruptcy and Equity Exception. The Company has a valid and enforceable leasehold interest under each Lease, but free and clear of all Encumbrances, other than Permitted Encumbrances, and the Company has not, given or received any written notice of any default (including written notice of any accrued default that is subject only to Investor. Each a notice or cure period) under any Lease which remains unresolved, and to the Knowledge of the GMACCH Companies has Company, no other party is in all material respects performed, or is now performing in all material respects, its obligations underdefault thereof, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor no party to any Lease has it received notice of default or notice of exercised any termination in rights with respect of, any Material Lease in respect of Leased Real Propertythereto. To the knowledge Knowledge of Parent and Sellerthe Company, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing thatno circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would constitute result in a material default, default or violation of any Lease. The transactions contemplated by this Agreement do not require the consent of or breach in notice to any respect landlord or other counterparty under any Material Lease in respect of Leased Real Property, the Leases. The Company has delivered to the knowledge Buyer true, correct and complete copies of Parent all of the Leases. The Company has either paid and Sellerdischarged, by any third party. Each Material Lease is or accrued as a legalliability in the Financial Statements, binding and enforceable obligation of or against one or more GMACCH Company in accordance all payment obligations with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject respect to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants the relevant GMACCH Company the right to use and occupy the Leased Real Property thereunderand there is no payment amount due or payable other than as set forth as a “current liability” in the Interim Balance Sheet. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of The Leased Real Property to which it is a party, free constitute all of the parcels and clear tracts of all Liens, other than Permitted Exceptionsland primarily used in the Business. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH The Company has sublet to not assigned, transferred, conveyed, mortgaged, deed in trust, or encumbered its interest in any third party any portion of any the Leased Real PropertyProperty or any of its rights under any Leases.
Appears in 1 contract
Leased Real Property. Schedule 5.2(l) sets forth a true, correct and complete list as of June 30, 2005 of all Material Leases of The real property to which any GMACCH demised by the leases described on Section 3.09(a) of the Company is a party as a tenant or subtenant Disclosure Schedule (the “Real Property Leases”) constitutes all of the real property leased by the Company and the Company Subsidiaries (the “Leased Real Property”). TrueWith respect to each Real Property Lease, correct and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession documents specified on Section 3.09(a) of the CompanyCompany Disclosure Schedule constitute all of the documents comprising such Real Property Lease, Seller or Parent relating such Real Property Lease has not otherwise been modified and the Real Property Lease represents the entire understanding of the parties thereto with respect to the Leased Real Property have previously been made available by the Company to Investor. Each of the GMACCH Companies has in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of applicable Leased Real Property. To With respect to each Real Property Lease, except as set forth on Section 3.09(a) of the knowledge of Parent and SellerCompany Disclosure Schedule, (i) no third party is neither the Company or any of the Company Subsidiaries nor, to the Company’s knowledge, any of the other counterparties thereto are in material breach or material default under or has breached in any material respect any Material Lease in respect of Leased such Real PropertyProperty Lease, and (ii) no event material obligation of any party to such Real Property Lease has occurred and been waived by the party that is continuing thatthe beneficiary of such obligation, with (iii) no uncured notice of default has been given or received under any of the Real Property Leases by the Company or any of the Company Subsidiaries, (iv) no unsettled claim, judicial suit or proceeding or other adversarial action has been instituted or threatened by the Company or the passage of time or both, would constitute a material default, violation or breach in any respect Company Subsidiaries against the lessor under any Material Lease in respect of Leased the Real PropertyProperty Leases, or, to the knowledge of Parent and SellerCompany’s knowledge, by the lessor under any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Material Lease in respect of Leased Real Property grants Leases against the relevant GMACCH Company or any of the right to use Company Subsidiaries and occupy (v) the Leased leasehold estates created by the Real Property thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, Leases are free and clear of all Liens, other than except for Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party any portion of any Leased Real PropertyLiens.
Appears in 1 contract
Sources: Merger Agreement (Brady Corp)