Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of the addresses of all real property owned by the Company or any Subsidiary of the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estate, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents (b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries. (c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate. (d) Section 3.9(d) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Palomar Medical Technologies Inc)
Owned and Leased Real Properties. (a) Section 3.9(a) 4.18 of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list, as of the date of this Agreement, of the addresses of correctly describes in all material respects: (i) all real property properties owned by the Company or Owner relating to the Business and, for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the Business; (ii) all real properties relating to the Business of which the Owner is the lessee and, for each of those properties, the address thereof, the type and square footage of each structure located thereon the Owner is leasing and the expiration date of his lease and the use thereof in the Business; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Subsidiary of the Company Owner's Related Persons or Affiliates.
(b) The Owner has provided Apple with true, complete and correct copies of all title reports and insurance policies owned or in the “Real Estate”)possession of the Owner and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Statement. The identified owner Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Owner owns in fee, and has good good, valid and marketable title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company Owner has made available to the Buyer provided Apple with true, correct and complete copies of all title insurance policiesleases under which the Owner is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased and, surveys and material engineering reports except as accurately set forth in Section 4.18 of the Company’s possession and prepared with respect Disclosure Statement, (i) each of those leases is, to the Real Estate since January 1knowledge of the Owner, 2010. To valid and binding on the Company’s knowledgelessor party thereto, such copies are complete and accurate(ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Owner.
(d) Section 3.9(d) The fixed assets of the Company Owner relating to the Business are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well-maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Owner has accurately disclosed in Section 4.18 of the Disclosure Statement in all material respects all plans or projects relating to the Business involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the Owner has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $1,000, of all real property leased, subleased or licensed which if pursued by the Company or any Owner would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$1,000.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 3.9(a) 4.18 of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list, as of the date of this Agreement, of the addresses of correctly describes in all material respects: (i) all real property properties owned by the Company or any Subsidiary of the Company Subsidiaries and, for each of those properties, its address, the type and square footage of each structure located thereon and the nature of its use in the business of the Company and the Company Subsidiaries; (ii) all real properties of which any of the “Real Estate”Company and the Company Subsidiaries is the lessee and, for each of those properties, its address, the type and square footage of each structure located thereon which the Company or a Company Subsidiary is leasing, the annual rental rate, the expiration date of its lease and the use made of the leased property in the business of the Company and the Company Subsidiaries; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company).
(b) The Company has provided WORK with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties identified in Section 4.18 of the Disclosure Statement as being owned. The identified owner Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good good, valid and indefeasible title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided WORK with true, correct and complete copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the real properties listed in Section 4.18 of the Disclosure Statement as being leased, surveys and material engineering reports and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of the listed leases is, to the knowledge of the Company’s possession , valid and prepared with respect binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurateCompany or a Company Subsidiary.
(d) Section 3.9(d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well-maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Company has accurately disclosed in all material respects in writing to WORK all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two- year period prior to the date of this Agreementthe Agreement in excess of $25,000, of all real property leased, subleased or licensed which if pursued by the Company or any Company Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$25,000.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule Letter sets forth a complete and accurate list, list as of the date of this Agreement, of the addresses Agreement of all real property owned by the Company or any Subsidiary of the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estateits Subsidiaries, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of which the Company or any of its SubsidiariesSubsidiaries has a fee ownership interest, including, without limitation, any rights, contracts or options to acquire real property other than the Leased Real Property defined below (the “Owned Real Property”).
(c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate.
(db) Section 3.9(d3.9(b)(i) of the Company Disclosure Schedule Letter sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of all real property leased, subleased or licensed (collectively, the “Leases”) by the Company or any of its Subsidiaries (the “Leased Real Property” and collectively with the Owned Real Property, the “Company LeasesReal Property”). Section 3.9(b)(ii) of the Company Disclosure Letter specifies (i) the use made of the Leased Real Property, (ii) the address of each Leased Real Property, and (iii) the location identities of the premisesparties under the Leases. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Lease is in default with respect to a material provision of any Lease (including any provision the default of which would result in termination of the applicable Lease) or material breach under any of the Leases. Each Lease is a valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person Person other than the Company and its Subsidiaries, except that Adaptive Optics Associates, Inc. (“AOA”) subleases a portion of its facility to a third party. Neither the Company nor any of its Subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract or other contractual right to sell or purchase any Leased Real Property or any portions thereof or interests therein. The Company has made available to Parent complete copies of all Leases.
(c) The Real Property complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations as well as any easements, covenants or other matters of record affecting the Real Property, except where noncompliance, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect.
(d) To the knowledge of the Company, there are no covenants, conditions, rights-of-way, easements and similar restrictions or any other conditions affecting all or any portion of the Real Property that materially impair the ability to use any such Real Property in the operation of the businesses of the Company as presently conducted or which would materially and adversely effect the development, financability or transferability of the Owned Real Property, and no material default or breach exists thereunder by the Company or any of its Subsidiaries.
(e) Neither the Company, nor any Subsidiary has received any notice from any insurance company of any defects or inadequacies in any Real Property or any part thereof which could materially and adversely affect the insurability of such property or the premiums for the insurance thereof, nor has any notice been given by any insurer of any such property requesting the performance of any repairs, alterations or other work with which compliance has not been made,
(f) There are no pending, or, to the knowledge of the Company, threatened condemnation or eminent domain actions or proceedings, or any special assessments or other activities of any public or quasi-public body that are reasonably likely to adversely affect the Owned Real Property.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 3.9(a4.18 of the Disclosure Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth a complete and accurate listthe Company Subsidiaries and, as for each of those properties, its address, the type and square footage of each structure located thereon and the nature of its use in the business of the date Company and the Company Subsidiaries; (ii) all real properties of this Agreement, which any of the addresses Company and the Company Subsidiaries is the lessee and, for each of all real property owned by those properties, its address, the type and square footage of each structure located thereon which the Company or any a Company Subsidiary is leasing, the annual rental rate, the expiration date of its lease and the use made of the leased property in the business of the Company and the Company Subsidiaries; and (iii) in the “Real Estate”case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company).
(b) The Company has provided OEI with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties identified in Section 4.18 of the Disclosure Statement as being owned. The identified owner Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good valid and indefeasible title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided OEI with true, correct and complete copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the real properties listed in Section 4.18(a)(ii) of the Disclosure Statement as being leased, surveys and material engineering reports and, except as accurately set forth in this Section 4.18(c) of the Disclosure Statement, (i) each of the listed leases is, to the knowledge of the Company’s possession , valid and prepared with respect binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurateCompany or a Company Subsidiary.
(d) Section 3.9(d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well-maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Company has accurately described, in all material respects, in Section 4.18 of the Disclosure Statement all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $50,000, of all real property leased, subleased or licensed which if pursued by the Company or any Company Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$50,000.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 3.9(aSCHEDULE 4.18 accurately lists and correctly describes in all material respects: (i) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of the addresses of all real property properties owned by the Company and, for each of those properties, its address, the type and square footage of each structure located thereon and the nature of its use in the business of the Company; (ii) all real properties of which the Company is the lessee and, for each of those properties, its address, the type and square footage of each structure located thereon which the Company is leasing, the annual rental rate, the expiration date of its lease and the use made of the leased property in the business of the Company; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by the Stockholder or any Subsidiary of its Related Persons or Affiliates (other than the Company).
(b) The Company has provided Purchaser with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of the Company (and relating to any of the “Real Estate”)real properties identified in SCHEDULE 4.18 as being owned. The identified owner Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company owns in fee, and has good good, valid and indefeasible title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided Purchaser with true, correct and complete copies of all title insurance policiesleases under which the Company is leasing each of the real properties listed in SCHEDULE 4.18 as being leased, surveys and material engineering reports and, except as accurately set forth in SCHEDULE 4.18, (i) each of the listed leases is, to the knowledge of the Company’s possession , the MTM Stockholders, and prepared with respect the Stockholder, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to the Real Estate since January 1, 2010. To any Person other than the Company’s knowledge, such copies are complete and accurate.
(d) Section 3.9(d) The fixed assets of the Company Disclosure Schedule sets are affixed only to one or more of the real properties listed in SCHEDULE 4.18 and, except as accurately set forth a complete in that Section, are well-maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Company has accurately described, in all material respects, in SCHEDULE 4.18 all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $25,000, of all real property leased, subleased or licensed which if pursued by the Company or any would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$25,000.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Omnilynx Communications Corp)
Owned and Leased Real Properties. (a) Section 3.9(a4.18 of the Disclosure Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth a complete and accurate listthe Company Subsidiaries and, as for each of those properties, its address, the type and square footage of each structure located thereon and the nature of its use in the business of the date Company and the Company Subsidiaries; (ii) all real properties of this Agreement, which any of the addresses Company and the Company Subsidiaries is the lessee and, for each of all real property owned by those properties, its address, the type and square footage of each structure located thereon the Company or any a Company Subsidiary is leasing and the expiration date of its lease and the use made of the leased property in the business of the Company and the Company Subsidiaries; and (iii) in the “Real Estate”case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company).
(b) The Company has provided TMI with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Statement. The identified owner Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good good, valid and indefeasible title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided TMI with true, correct and complete copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased, surveys and material engineering reports and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of those leases is, to the knowledge of the Company’s possession , valid and prepared with respect binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurateCompany or a Company Subsidiary.
(d) Section 3.9(d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well- maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Company has accurately disclosed in all material respects in writing to TMI all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $25,000, of all real property leased, subleased or licensed which if pursued by the Company or any Company Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$25,000.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 3.9(aSCHEDULE 3.08(A) of the Company Disclosure Schedule hereto sets forth in all material respects a complete and accurate list, as of the date of this Agreement, list of the addresses of all real property owned by the Company or any Significant Subsidiary of the Company (the “Real Estate”"REAL ESTATE"). The identified owner has good title to such parcel of Real Estate, free Other than as reflected in the Consolidated Financial Statements and clear of any other than Permitted Liens, there are no liabilities, Liens, encumbrances, easements, restrictions, reservations, tenancies, agreements or other obligations ("ENCUMBRANCES") affecting the Real Estate and there are no Taxes pending or payable against the Real Estate other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens, except such Taxes and Encumbrances that, individually or in the aggregate, would not have a Company Material Adverse Effect. To the Company’s knowledge as of the date hereof, there There is no pending or, to the Company's Knowledge, threatened condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents.
(b) The Real Estate complies Except as set forth in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”SCHEDULE 3.12(A). As of the date hereof, there is no action pending or or, to the Company's Knowledge, threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its the Significant Subsidiaries, except for actions that would not have a Company Material Adverse Effect.
(c) Except as set forth in SCHEDULE 3.08(C), all the buildings, fixtures and other improvements located on the Real Estate are in adequate operating condition and repair in all respects and the operation thereof as presently conducted is not in violation of any applicable building code, zoning ordinance or other similar law or regulation, in each case, whether foreign or domestic except where such violations, individually or in the aggregate, would not have a Company Material Adverse Effect.
(d) SCHEDULE 3.08(D) hereto lists and describes briefly (listing the parties thereto, the date of execution and the street addresses) all leases or subleases of real property material to the Company or any of the Significant Subsidiaries requiring (i) annual payments to the Lessor thereunder (or a third party), in each case, of at least $50,000 or (ii) aggregate lease payments to the Lessor (or a third party), in each case, of at least $250,000. The Company has made available to the Buyer correct and complete copies of all title insurance policies, surveys the leases and material engineering reports in the Company’s possession and prepared with subleases (as amended to date) listed on SCHEDULE 3.08(D) hereto. With respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete each lease and accurate.sublease listed on SCHEDULE 3.08(D) hereto:
(di) Section 3.9(d) of the Company Disclosure Schedule sets forth a complete lease or sublease is legal, valid, binding and accurate listenforceable, in each case, against the lessor or sublessor, as of the date of this Agreement, of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”)applicable, and in full force and effect;
(ii) the location of lease or sublease will continue to be legal, valid, binding, and enforceable, in each case against the premises. Neither lessor or sublessor, as applicable, and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing;
(iii) neither the Company nor any of its the Significant Subsidiaries leasesnor, subleases to the Company's Knowledge, any other party to the lease or licenses any real property sublease is in material breach or default, and no event has occurred which, with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification or acceleration thereunder;
(iv) there are no material disputes, oral agreements, forfeiture proceedings or forbearance programs in effect as to any person other than the lease or sublease;
(v) except as set forth in SCHEDULE 3.08 (D)(V) pursuant to the financing arrangements of the Company and its Significant Subsidiaries, neither the Company nor any of the Significant Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;
(vi) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(vii) the Company Consolidated Financial Statements contain adequate reserves to provide for the restoration of the property subject to the leases at the end of the respective lease terms, to the extent required by the leases; except, in each case, such failures to be in full force and effect or to be enforceable, such breaches or defaults, disputes, oral agreements, forfeiture proceedings or forbearance programs, assignments, transfers conveyances, Liens, lack or utilities and other services, or lack of reserves ("SECTION 3.08(D) EVENTS") that, together with any of the Section 3.10(c) Events (defined below), individually or in the aggregate, would not have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Wackenhut Corp)
Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary of the Company (the “Owned Real EstateProperty”), (ii) the record owner of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The identified owner has good Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to such parcel of the Owned Real EstateProperties, including without limitation, all buildings, structures, fixtures and improvements located thereon, in each case free and clear of any Liens, Liens other than (i) Liens those that do not materially impair are not, individually or in the use or occupancy of such parcel of Real Estateaggregate, (ii) Liens reflected in title records or reports made available reasonably likely to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contentshave a Company Material Adverse Effect.
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries.
(c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate.
(d) Section 3.9(d3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively collectively, the “Company Leases,” and such real property, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), ) (other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $50,000 per month) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to any Company Lease, is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable, individually or in the aggregate, that are not reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property Real Property to any person other than to the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leases.
Appears in 1 contract
Sources: Merger Agreement (Google Inc.)
Owned and Leased Real Properties. (a) Neither the Company nor any Subsidiary owns any real property.
(b) Section 3.9(a3.9(b) of the Company Disclosure Schedule Letter sets forth a complete and accurate list, list as of the date of this Agreement, of the addresses of all real property owned by the Company or any Subsidiary of the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estate, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries.
(c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate.
(d) Section 3.9(d) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”), ) and the location of such premises. Except as would not have or reasonably be likely to have, individually or in the premisesaggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in default under any of the Company Leases, (ii) no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the Company’s Knowledge, the landlord thereunder, exists under any Company Lease, (iii) each Company Lease is valid, binding and in full force and effect except to the extent it has previously expired in accordance with its terms and (iv) each of the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person Person other than the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leases. “Permitted Liens” means (i) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen and other Liens imposed by Law made in the Ordinary Course of Business and (ii) defects or imperfections of title, easements, covenants, rights of way, restrictions and any other charges or encumbrances that do not impair, and could not reasonably be expected to impair, the value, marketability or continued use of the property of the Company.
Appears in 1 contract
Sources: Merger Agreement (Nyfix Inc)
Owned and Leased Real Properties. (a) Section 3.9(aSECTION 2.19 OF THE DISCLOSURE STATEMENT lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth a complete and accurate listthe Company Subsidiaries and, as for each of those properties, the address thereof, the type and approximate square footage of each structure located thereon and the use thereof in the business of the date Company and the Company Subsidiaries; (ii) all real properties of this Agreement, which any of the addresses Company and the Company Subsidiaries is the lessee and, for each of all real property owned by those properties, the address thereof, the type and approximate square footage of each structure located thereon the Company or any a Company Subsidiary is leasing, the use thereof in the business of the Company and the Company Subsidiaries and the expiration date of its lease; and (iii) in the “Real Estate”case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of such Stockholder's Related Persons or Affiliates (other than the Company or the Company Subsidiaries, if the Stockholder is an Affiliate of the Company).
(b) Except as set forth in SECTION 2.19 OF THE DISCLOSURE STATEMENT, the Company has provided Invatec with true, complete and correct copies of all title reports and insurance policies relating to any of the real properties listed as being owned or leased in that Section. The identified owner Except as set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good good, valid and marketable title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided Invatec with true, correct and complete copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the properties listed in SECTION 2.19 OF THE DISCLOSURE STATEMENT as being leased and, surveys except as set forth in SECTION 2.19 OF THE DISCLOSURE STATEMENT, (i) each of those leases is, to the knowledge of the Stockholders and material engineering reports in of the Company’s possession , valid and prepared with respect binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurateCompany or a Company Subsidiary.
(d) Section 3.9(d) The fixed assets of each of the Company Disclosure Schedule sets forth a complete and accurate list, as the Company Subsidiaries are affixed only to one or more of the date of this Agreementreal properties listed in SECTION 2.19 OF THE DISCLOSURE STATEMENT and, of all real property leasedexcept as set forth in that Section, subleased are adequate for the purposes for which they presently are being used or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”)held for use, ordinary wear and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiariestear excepted.
Appears in 1 contract
Sources: Merger Agreement (Innovative Valve Technologies Inc)
Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary of the Company (the “Real Estate”)) and (ii) all loans secured by mortgages encumbering the Real Estate. The identified owner has good title to such parcel Company or its Subsidiaries are the sole owners of Real Estategood, valid, fee buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens, Liens other than (i) Liens those that do not materially impair are not, individually or in the use or occupancy of such parcel of Real Estateaggregate, (ii) Liens reflected in title records or reports made available reasonably likely to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contentshave a Company Material Adverse Effect.
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision subdivision, health, safety and all other applicable land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of , except where noncompliance, individually or in the date hereofaggregate, there is no action pending or threatened by any Governmental Entity against the not reasonably likely to have a Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its SubsidiariesMaterial Adverse Effect.
(c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate.
(d) Section 3.9(d3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries other than (i) property subject to a lease, sublease or license that is terminable by the Company or any of its Subsidiaries on no more than thirty days notice without liability or financial obligation to the Company or (ii) property subject to a lease, sublease or license for which the payment by the Company is less than $10,000 per month (collectively “Company Leases”), ) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Company Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leases.
Appears in 1 contract
Sources: Merger Agreement (Kronos Inc)
Owned and Leased Real Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property in whole or in part.
(b) Section 3.9(a3.9(b)(i) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, of the addresses of all real property owned by the Company or any Subsidiary of the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estate, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries.
(c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate.
(d) Section 3.9(d) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, Agreement of all real property leased, subleased or licensed (collectively, the “Leases”) by the Company or any of its Subsidiaries (collectively the “Company LeasesLeased Real Property”), and the location . Section 3.9(b)(ii) of the premisesCompany Disclosure Schedule specifies (i) the address of each Leased Real Property and (ii) the identities of the parties under the Leases. Except as set forth on Section 3.9(b)(iii) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to any Lease is in default or material breach under any of the Leases, except for such defaults or material breaches which, individually or in the aggregate, would not be reasonably likely to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Leases.
(c) The Leased Real Property complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations, except where noncompliance, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect.
(d) Each Lease is a valid and binding obligation of, and is legally enforceable against, the respective parties thereto except for failures to be valid, binding and legally enforceable that, individually or in the aggregate would not be reasonably likely to result in a Company Material Adverse Effect.
(e) Except for impairments, defaults or breaches, that, individually or in the aggregate would not be reasonably likely to result in a Company Material Adverse Effect, the covenants, conditions, rights-of-way, easements and similar restrictions affecting all or any portion of the Leased Real Property do not, in each case, materially impair the ability to use any such Leased Real Property in the operation of the businesses of the Company as presently conducted, and no material default or breach exists thereunder by the Company or any of its Subsidiaries.
(f) Neither the Company nor any of its Subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract or other contractual right to sell or purchase any Leased Real Property or any portions thereof or interests therein.
(g) To the Knowledge of the Company, the buildings and other structures on the Leased Real Property are in operating condition.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 3.9(a2.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, of the addresses Agreement of all real property and interests in real property owned in fee by the Company or any Subsidiary of the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estate, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries (collectively, the “Owned Real Property ”) and the address and owner of each parcel of Owned Real Property. Except as set forth in Section 2.14(b) of the Company Disclosure Schedule, to the Company’s knowledge, the Company or one of its Subsidiaries has good and valid fee simple title to each parcel of Owned Real Property listed in Section 2.14(a) of the Company Disclosure Schedule free and clear of all Liens, except for such Permitted Liens and Liens that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect on the Company and the Company’s Subsidiaries.
(c) The , taken as a whole. To the extent in the possession and control of the Company, the Company has made available to Merger Sub prior to the Buyer date hereof copies of all existing vesting deeds, title insurance policies, policies and surveys and all other material engineering reports in documents, instruments and agreements directly affecting title to the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To or the Company’s knowledgeSubsidiaries’ property rights to ownership, such copies are complete use and accuratepossession of, the Owned Real Property.
(db) Section 3.9(d2.14(b)(i) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively the “Company LeasesLeased Real Property”) pursuant to lease agreements having an annual base rent in excess of $35,000 (collectively, the “Leases ”), and the location . Except as set forth in Section 2.14(b)(ii) of the premises. Neither Company Disclosure Schedule, (A) the Company or one of its Subsidiaries has good and valid leasehold interest in the Leased Real Property and (B) neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person Person other than the Company and its Subsidiaries. The Company has made available to Parent or its counsel complete and accurate copies of all Leases.
(c) Each Lease is in full force and effect, is a valid and binding obligation of, and is legally enforceable against, the Company or its Subsidiary party thereto and, to the knowledge of the Company, the respective counterparties thereto.
(d) Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Lease is in default or material breach under any of the Leases (or has taken or has failed to take any action which, with notice, lapse of time, or both, would constitute a default) that would be likely to result in a Material Adverse Effect on the Company and the Company’s Subsidiaries, taken as a whole.
(e) Except as set forth in Section 2.14(e) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract or other contractual right to sell or purchase any Owned Real Property or Leased Real Property or any portions thereof or interests therein.
Appears in 1 contract
Sources: Merger Agreement (Echo Healthcare Acquisition Corp.)
Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary (the "Owned Real Property"), (ii) the record owner of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Company (the “Owned Real Estate”)Properties have previously been made available to Buyer. The identified owner has good Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to such parcel of the Owned Real EstateProperties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens, Liens other than (i) Liens those that do not materially impair are not, individually or in the use or occupancy of such parcel of Real Estateaggregate, (ii) Liens reflected reasonably likely to result in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contentsa Company Material Adverse Effect.
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries.
(c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate.
(d) Section 3.9(d3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively “"Company Leases”), ") and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party to any Company Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leases.
Appears in 1 contract
Sources: Merger Agreement (Doubleclick Inc)
Owned and Leased Real Properties. (a) Section 3.9(a) 4.18 of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list, as of the date of this Agreement, of the addresses of correctly describes in all material respects: (i) all real property properties owned by the Company and, for each of those properties, its address, the type and square footage of each structure located thereon and the nature of its use in the business of the Company; (ii) all real properties of which the Company is the lessee and, for each of those properties, its address, the type and square footage of each structure located thereon which the Company is leasing, the annual rental rate, the expiration date of its lease and the use made of the leased property in the business of the Company; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any Subsidiary of his Related Persons or Affiliates (other than the Company, if the Stockholder is an Affiliate of the Company).
(b) The Company has provided Purchaser with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of the Company (and relating to any of the “Real Estate”)real properties identified in Section 4.18 of the Disclosure Statement as being owned. The identified owner Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company owns in fee, and has good good, valid and indefeasible title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided Purchaser with true, correct and complete copies of all title insurance policiesleases under which the Company is leasing each of the real properties listed in Section 4.18 of the Disclosure Statement as being leased, surveys and material engineering reports and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of the listed leases is, to the knowledge of the Company’s possession , valid and prepared with respect binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to the Real Estate since January 1, 2010. To any Person other than the Company’s knowledge, such copies are complete and accurate.
(d) Section 3.9(d) The fixed assets of each of the Company are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well-maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Company has accurately described, in all material respects, in Section 4.18 of the Disclosure Statement all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $25,000, of all real property leased, subleased or licensed which if pursued by the Company or any would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$25,000.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Omnilynx Communications Corp)
Owned and Leased Real Properties. (a) Section 3.9(a3.8(a) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary of the Company its Subsidiaries (the “Owned Real EstateProperty”), and (ii) the record owners of such Owned Real Property. The identified owner has good Company or its Subsidiaries are the sole owners of good, valid and marketable title to such parcel of the Owned Real Estate, Properties free and clear of any Liens, all Liens other than (iA) as set forth in Section 3.8(a) of the Company Disclosure Schedule, (B) Liens that do for current taxes and assessments not materially impair the use or occupancy of such parcel of Real Estateyet due and payable, and (iiC) Liens reflected in title records or reports made available to the Buyer or extent the following Liens have not had and would not reasonably be expected to have a Company Material Adverse Effect: (iii1) Permitted Liens. To workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Company’s knowledge as ordinary course of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table business of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any such Subsidiary consistent with past practice; (2) all matters of record; and (3) all Liens and other imperfections of title and encumbrances that are typical for the Company claiming that applicable property type and locality and which have not, and would not reasonably be expected to, materially interfere with the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down conduct of the business of the Company (collectively, “Permitted Liens”). None of the Properties is subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of its Subsidiariescompensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Owned Real Property which violations would have a Company Material Adverse Effect.
(c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate.
(db) Section 3.9(d3.8(b) of the Company Disclosure Schedule lists each parcel of real property currently leased or subleased by or to the Company or any Subsidiary (collectively, the “Leased Properties”; the Leased Properties, together with the Owned Real Properties, collectively, the “Properties”) and sets forth a complete the Company or the Subsidiary holding such leasehold interest, the name of the lessor and accurate listthe lessee, as of and the date of this Agreementthe lease, sublease, assignment of all real property leasedthe lease, subleased any guaranty given or licensed leasing commissions remaining payable by the Company or any Subsidiary in connection therewith, and each material amendment to any of its Subsidiaries the foregoing (collectively collectively, the “Company LeasesLease Documents”), and . The Company or the location applicable Subsidiary set forth on Section 3.8(b) of the premisesCompany Disclosure Schedule owns a valid leasehold interest in the Leased Properties, free and clear of all Liens other than Permitted Liens. True, correct and complete copies of all Lease Documents have been delivered to the Buyer. Each of the Lease Documents is valid, binding and in full force and effect as against the Company or the Subsidiaries and, to the Company’s knowledge, as against the other party thereto. Neither the Company nor any Subsidiary has received written notice under any of its Subsidiaries leasesthe Lease Documents of any default which has not been cured to the satisfaction of the other party thereto, subleases and, to the Company’s knowledge, no event has occurred which, with notice or licenses any real property to any person other than lapse of time or both, would constitute a material default by the Company and its or the applicable Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Zomax Inc /Mn/)
Owned and Leased Real Properties. (a) Section 3.9(aSECTION 2.14(A) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, of the addresses Agreement of all real property and interests in real property owned in fee by the Company or any Subsidiary of the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estate, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries (collectively, the "OWNED REAL PROPERTY") and the address and owner of each parcel of Owned Real Property. Except as set forth in SECTION 2.14(B) of the Company Disclosure Schedule, to the Company's knowledge, the Company or one of its Subsidiaries has good and valid fee simple title to each parcel of Owned Real Property listed in SECTION 2.14(A) of the Company Disclosure Schedule free and clear of all Liens, except for such Permitted Liens and Liens that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect on the Company and the Company's Subsidiaries.
(c) The , taken as a whole. To the extent in the possession and control of the Company, the Company has made available to Merger Sub prior to the Buyer date hereof copies of all existing vesting deeds, title insurance policies, policies and surveys and all other material engineering reports in documents, instruments and agreements directly affecting title to the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To 's or the Company’s knowledge's Subsidiaries' property rights to ownership, such copies are complete use and accuratepossession of, the Owned Real Property.
(db) Section 3.9(dSECTION 2.14(B)(I) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”the "LEASED REAL PROPERTY") pursuant to lease agreements having an annual base rent in excess of $35,000 (collectively, the "LEASES"), and the location . Except as set forth in SECTION 2.14(B)(II) of the premises. Neither Company Disclosure Schedule, (A) the Company or one of its Subsidiaries has good and valid leasehold interest in the Leased Real Property and (B) neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person Person other than the Company and its Subsidiaries. The Company has made available to Parent or its counsel complete and accurate copies of all Leases.
(c) Each Lease is in full force and effect, is a valid and binding obligation of, and is legally enforceable against, the Company or its Subsidiary party thereto and, to the knowledge of the Company, the respective counterparties thereto.
(d) Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party to any Lease is in default or material breach under any of the Leases (or has taken or has failed to take any action which, with notice, lapse of time, or both, would constitute a default) that would be likely to result in a Material Adverse Effect on the Company and the Company's Subsidiaries, taken as a whole.
(e) Except as set forth in SECTION 2.14(E) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract or other contractual right to sell or purchase any Owned Real Property or Leased Real Property or any portions thereof or interests therein.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)
Owned and Leased Real Properties. (a) Section 3.9(a) 4.18 of the Company Disclosure Schedule sets forth Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Seller and the Seller Subsidiaries and, for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the business of the Seller and the Seller Subsidiaries; (ii) all real properties of which any of the Seller and the Seller Subsidiaries is the lessee and, for each of those properties, the address thereof, the type and square footage of each structure located thereon the Seller or a Seller Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Seller and the Seller Subsidiaries; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Owner or any of his or the Seller's Related Persons or Affiliates (other than the Seller and the Seller Subsidiaries, if the Owner is an Affiliate of the Seller).
(b) The Seller has provided Apple with true, complete and accurate list, as correct copies of all title reports and insurance policies owned or in the possession of any of the date of this Agreement, Seller and the Seller Subsidiaries and relating to any of the addresses of all real property properties listed as being owned by the Company or any Subsidiary in Section 4.18 of the Company (Disclosure Statement. Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the “Real Estate”). The identified owner Seller or a Seller Subsidiary owns in fee, and has good good, valid and marketable title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its SubsidiariesAcquired Assets.
(c) The Company Seller has made available to the Buyer provided Apple with true, correct and complete copies of all title insurance policiesleases under which the Seller or a Seller Subsidiary is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased and, surveys and material engineering reports except as accurately set forth in Section 4.18 of the Company’s possession and prepared with respect Disclosure Statement, (i) each of those leases is, to the Real Estate since January 1knowledge of the Seller, 2010. To valid and binding on the Company’s knowledgelessor party thereto, such copies are complete and accurate(ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Seller or a Seller Subsidiary.
(d) Section 3.9(d) The fixed assets of each of the Company Seller and the Seller Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well-maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Seller has accurately disclosed in Section 4.18 of the Disclosure Statement in all material respects all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Seller or any Seller Subsidiary has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $1,000, of all real property leased, subleased or licensed which if pursued by the Company Seller or any Seller Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$1,000.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 3.9(a4.18 of the Disclosure Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth a complete and accurate listthe Company Subsidiaries and, as for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the business of the date Company and the Company Subsidiaries; (ii) all real properties of this Agreement, which any of the addresses Company and the Company Subsidiaries is the lessee and, for each of all real property owned by those properties, the address thereof, the type and square footage of each structure located thereon the Company or any a Company Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Company and the Company Subsidiaries; and (iii) in the “Real Estate”case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company).
(b) The Company has provided ARS with true, complete and correct copies of all title reports and insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Statement. The identified owner Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good good, valid and marketable title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided ARS with true, correct and complete copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased and, surveys and material engineering reports except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of those leases is, to the knowledge of the Company’s possession , valid and prepared with respect binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurateCompany or a Company Subsidiary.
(d) Section 3.9(d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well-maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Company has accurately disclosed in all material respects in writing to ARS all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $25,000, of all real property leased, subleased or licensed which if pursued by the Company or any Company Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$25,000.
Appears in 1 contract
Sources: Merger Agreement (Timmons Gorden H)
Owned and Leased Real Properties. (a) Section 3.9(aSchedule 4.18 lists and describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth a complete and accurate listthe Company Subsidiaries and, as for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the business of the date Company and the Company Subsidiaries; (ii) all real properties of this Agreement, which any of the addresses Company and the Company Subsidiaries is the lessee and, for each of all real property owned by those properties, the address thereof, the type and square footage of each structure located thereon the Company or any a Company Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Company and the Company Subsidiaries; and (iii) in the “Real Estate”case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company).
(b) The Company has provided RW with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties listed as being owned in Schedule 4.18. The identified owner Except as set forth in Schedule 4.18 or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good good, valid and marketable title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided RW with true, correct and complete copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the properties listed in Schedule 4.18 as being leased and, surveys and material engineering reports except as set forth in Schedule 4.18, (i) each of those leases is, to the knowledge of the Company’s possession , valid and prepared with respect binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurateCompany or a Company Subsidiary.
(d) Section 3.9(d) The fixed assets of each of the Company Disclosure and the Company Subsidiaries are affixed only to one or more of the real properties listed in Schedule sets 4.18 and, except as set forth a complete in Schedule 4.18, are maintained in working order and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Company has accurately disclosed in all Material respects in writing to RW all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $25,000, of all real property leased, subleased or licensed which if pursued by the Company or any Company Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$25,000.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary of the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estate, free ) and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to all loans secured by mortgages encumbering the Real Estate. Table of Contents.
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision subdivision, health, safety and all other applicable land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of , except where noncompliance, individually or in the date hereofaggregate, there is no action pending or threatened by any Governmental Entity against the not reasonably likely to have a Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its SubsidiariesMaterial Adverse Effect.
(c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate.
(d) Section 3.9(d3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list, list as of the date of this Agreement, Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”), ) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leases.
Appears in 1 contract
Sources: Merger Agreement (Matrixone Inc)
Owned and Leased Real Properties. (a) Section 3.9(aSchedule 4.19(a) of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list, as of the date of this Agreement, of the addresses of correctly describes in all Material respects (i) all real property properties owned or leased by the Company or any Company Subsidiary and, for each of those properties, the Company (address thereof, the “Real Estate”). The identified owner has good title to such parcel type and square footage of Real Estateeach structure located thereon, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected thereof in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or the Company Subsidiary, (ii) whether each such property was or is currently owned by any Stockholder or any Related Person or Affiliate of any Stockholder (other than the Company or any Company Subsidiary), and (iii) with respect to any leased property, the expiration date of the lease.
(b) The Company has provided IDG with true, complete, and correct copies of all title reports and insurance policies owned or in the possession of the Company or any Company Subsidiary relating to any of its Subsidiariesthe real properties listed as being owned in Schedule 4.19(a) of the Disclosure Statement. Except as accurately set forth in Schedule 4.19(b) or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good, valid, and marketable title to each property listed in Schedule 4.19 as being owned, free and clear of all Liens.
(c) The Company has made available to the Buyer provided IDG with true, complete, and correct copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the properties listed in Schedule 4.19(a) of the Disclosure Statement as being leased and, surveys and material engineering reports except as accurately set forth in Schedule 4.19(c) of the Company’s possession and prepared with respect Disclosure Statement (i) each of those leases is, to the Real Estate since January 1knowledge of the Company and the Management Stockholders, 2010. To valid and binding on the Company’s knowledgelessor party thereto, such copies are complete and accurate(ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Company Subsidiary.
(d) Section 3.9(d) The fixed assets of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all real property leased, subleased or licensed by the Company or any Company Subsidiary are located at one or more of its Subsidiaries (collectively “Company Leases”the real properties listed in Schedule 4.19 of the Disclosure Statement and, except as accurately set forth in Schedule 4.19(d), are well-maintained and adequate for the location of the premises. Neither the Company nor any of its Subsidiaries leasespurposes for which they presently are being used or held for use, subleases or licenses any real property to any person other than the Company ordinary wear and its Subsidiariestear excepted.
Appears in 1 contract
Sources: Uniform Provisions for the Acquisition of Founding Companies (Industrial Distribution Group Inc)
Owned and Leased Real Properties. (a) Section 3.9(aSchedule 4.18(a) of the Company Disclosure Schedule sets forth a complete accurately lists and accurate list, as of the date of this Agreement, of the addresses of correctly describes in all Material respects (i) all real property properties owned or leased by the Company or any Company Subsidiary and, for each of those properties, the Company (address thereof, the “Real Estate”). The identified owner has good title to such parcel type and square footage of Real Estateeach structure located thereon, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected thereof in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or the Company Subsidiary, (ii) whether each such property was or is currently owned by any Stockholder or any Related Person or Affiliate of any Stockholder (other than the Company or any Company Subsidiary), and (iii) with respect to any leased property, the expiration date of the lease.
(b) The Company has provided IDG with true, complete, and correct copies of all title reports and insurance policies owned or in the possession of the Company or any Company Subsidiary relating to any of its Subsidiariesthe real properties listed as being owned in Schedule 4.18(a). Except as accurately set forth in Schedule 4.18(b) or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good, valid, and marketable title to each property listed in Schedule 4.18 as being owned, free and clear of all Liens.
(c) The Company has made available to the Buyer provided IDG with true, complete, and correct copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the properties listed in Schedule 4.18(a) as being leased and, surveys and material engineering reports except as accurately set forth in the Company’s possession and prepared with respect Schedule 4.18(c), (i) each of those leases is, to the Real Estate since January 1knowledge of the Company and the Management Stockholders, 2010. To valid and binding on the Company’s knowledgelessor party thereto, such copies are complete and accurate(ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Company Subsidiary.
(d) Section 3.9(d) Except as accurately set forth in Schedule 4.18(d), the fixed assets of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”), and the location Subsidiary are located at one or more of the premises. Neither real properties listed in Schedule 4.18 and all of the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than is well- maintained and adequate for the Company purposes for which it is presently being used or held for use, ordinary wear and its Subsidiariestear excepted.
Appears in 1 contract
Sources: Merger Agreement (Industrial Distribution Group Inc)
Owned and Leased Real Properties. (a) Section 3.9(a4.18 of the Disclosure Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth a complete and accurate listthe Company Subsidiaries and, as for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the business of the date Company and the Company Subsidiaries; (ii) all real properties of this Agreement, which any of the addresses Company and the Company Subsidiaries is the lessee and, for each of all real property owned by those properties, the address thereof, the type and square footage of each structure located thereon the Company or any a Company Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Company and the Company Subsidiaries; and (iii) in the “Real Estate”case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company).
(b) The Company has provided Apple with true, complete and correct copies of all title reports and insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Statement. The identified owner Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good good, valid and marketable title to such parcel of Real Estateto, free and clear of any all Liens, other than (i) Liens each property listed in that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge Section as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiariesbeing owned.
(c) The Company has made available to the Buyer provided Apple with true, correct and complete copies of all title insurance policiesleases under which the Company or a Company Subsidiary is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased and, surveys and material engineering reports except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of those leases is, to the knowledge of the Company’s possession , valid and prepared with respect binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurateCompany or a Company Subsidiary.
(d) Section 3.9(d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well-maintained and accurate listadequate for the purposes for which they presently are being used or held for use, as ordinary wear and tear excepted.
(e) The Company has accurately disclosed in Section 4.18 of the Disclosure Statement in all material respects all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this Agreementthe Agreement in excess of $1,000, of all real property leased, subleased or licensed which if pursued by the Company or any Company Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively “Company Leases”), and the location of the premises. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries$1,000.
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Owned and Leased Real Properties. (a) Section 3.9(a3.12(a) of the Company Disclosure Schedule Letter sets forth a complete and accurate list, list as of the date of this Agreement, of the addresses Agreement of all real property owned by the Company or any Subsidiary of the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estate, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected real property in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date hereof, there is no pending condemnation or eminent domain proceeding with respect to the Real Estate. Table of Contents
(b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of which the Company or any of its Subsidiaries.
Subsidiaries has a direct fee ownership interest (cthe “Owned Real Property”), and (ii) Contracts to which the Company or any of its Subsidiaries is a party to acquire fee ownership of real property (the “Option Real Property”). The Company has or its Subsidiaries, as applicable, have (i) good and marketable title in fee simple to each parcel of Owned Real Property free and clear of all Liens other than Permitted Liens, and (ii) made available to the Buyer Micron copies of each deed for each such parcel and all title insurance policies, all underlying title documents and all surveys and material engineering reports in each case in the Company’s possession and prepared with respect relating to the Owned Real Estate since January 1Property, 2010. To to the Company’s knowledge, extent such copies documents are complete and accuratematerial to the Owned Real Property.
(db) Section 3.9(d3.12(b) of the Company Disclosure Schedule Letter sets forth a complete list of all Contracts for the leasing, subleasing, use (including uses covered by real property leases and accurate listsubleases, but excluding uses not so covered but provided as services pursuant to Section 7.15) or occupancy (to the extent such use or occupancy is material to the business and operations of the date of this AgreementCompany and its Subsidiaries, taken as a whole) of all real property currently leased, subleased or licensed occupied by the Company or any of its Subsidiaries (collectively the “Company LeasesLeased Real Property” and, together with the Owned Real Property, the “Real Property”), including all amendments, terminations and modifications thereof (the location “Lease Agreements”). Section 3.12(b) of the premisesDisclosure Letter (A) specifies the address of each Leased Real Property, and (B) the identities of the parties under the Lease Agreements. Each of the Lease Agreements is valid and binding on the Company and/or each Subsidiary of the Company party thereto, as the case may be, and, to the knowledge of the Company, each other party thereto, is in full force and effect, and neither the Company nor any of its Subsidiaries nor to the knowledge of the Company, any other party to any Lease Agreement is in material default under (nor is the Company aware of any condition that with the passage of time or the giving of notice or both, would cause such a material violation or material default under) any Lease Agreement. The Company or its applicable Subsidiary is in sole possession of the premises leased to it pursuant to all Lease Agreements consisting of leases or subleases. Neither the Company nor any of its Subsidiaries leaseshas received any written notice that a material security deposit or material portion thereof deposited with respect to any Lease Agreement has been applied in respect to a breach or default under any Lease Agreement that has not been re-deposited in full. Neither the Company nor any of its Subsidiaries has further assigned, subleases subleased, transferred, conveyed, mortgaged, deeded in trust or licenses encumbered any real interest in the Lease Agreements. To the knowledge of the Company, neither the Company nor any of its Subsidiaries owe any brokerage commissions or finder’s fees with respect to any Lease Agreement, except to the extent recorded as a liability in the Interim Financial Statements. 4917039.19
(c) Neither the Company nor any of its Subsidiaries has received any written notice from any insurance company of any defects or inadequacies in any Real Property or any part thereof which could materially and adversely affect the insurability of such property on commercially reasonable terms, nor has any written notice been given by any insurer of any such property to the Company or any person of its Subsidiaries requesting the performance of any material repairs, alterations or other than work with which material compliance has not been made.
(d) The use by the Company or its applicable Subsidiary of the Real Property complies in all respects with all Applicable Laws as well as any easements, covenants or other matters of record affecting the Real Property, except for any such non-compliance that, individually or in the aggregate, was not, or would not reasonably be expected to be, material and adverse to the business and operations of the Company and its Subsidiaries, taken as a whole.
(e) There are no covenants, rights-of-way, easements or similar restrictions affecting all or any portion of the Real Property that impair the ability to use any such Real Property in the operation of the businesses of the Company or any of its Subsidiaries as presently conducted or which would adversely affect the transferability of the Owned Real Property, except, in each case, for any such covenants, rights of way, easements or similar restrictions that, individually or in the aggregate, do not, or would not reasonably be expected to, adversely impact the business and operations of the Company and its Subsidiaries with respect to any fabrication or assembly/test site in any material respect.
(f) Neither the Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Entity or any public or quasi-public body to condemn all or any material part of the Leased Real Property, and there are no pending, or, to the knowledge of the Company, threatened condemnation or eminent domain actions or proceedings by any public or quasi-public body with respect to the Owned Real Property.
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