Owned Properties. The Owned Properties represent all the real properties owned by the Seller or in respect of which the Seller has any estate, interest, right or liability (as defined below), and in respect of each of the Owned Properties: (i) the Seller is the sole beneficial owner of and has a proper legal title (in the form of granted land use rights the premium for which has been fully paid) to the Owned Properties and is entitled to transfer, dispose, sell, mortgage or otherwise deal with the Owned Properties and is entitled the use of such property in the manner in which it is used or is proposed to be used; (ii) except as otherwise created for the Assumed Liabilities and disclosed to the Purchaser in the manner acceptable to the Purchaser, each of the Owned Properties held by the Seller is free from mortgage, debenture, charge, lien, lease, encumbrances or any third party rights and the Seller has not entered into any agreement to do any of the foregoing; (iii) the Seller has not received or is not aware of there being any notice from any government or other competent authorities requiring it to revise the terms of the ownership rights relating to the Owned Properties or adversely affecting the Owned Properties or the rights of the Seller in relation thereto; (iv) all land premium, purchase price, land grant fees or other fees payable in respect of the Owned Properties have been paid in full and will be duly paid up to the date of Closing and no further such premiums, price or fees are payable under any applicable laws; (v) none of the terms and conditions contained in the relevant sale and purchase or transfer contracts, deed of mutual covenants, government grant, occupation permit, real estate title certificate, land use right certificate, building ownership certificates and/or certificate of ownership and the applicable laws, rules and regulations have been breached in respect of the Owned Properties; (vi) the Seller has duly performed and observed all the terms and conditions contained in the sale and purchase or transfer contracts (if any), assignment, deed of mutual covenant, land use right certificate and building ownership certificates for the Owned Properties to be performed and observed on the part of the Seller as Purchaser thereof; (vii) all relevant legal requirements or conventions for notarization and registration of the sale and purchase contracts and assignments for the Owned Properties have been complied with; (viii) the land and building ownership rights pertaining to the Owned Properties are valid and subsisting and has not been amended, modified or supplemented in any manner whatsoever; (ix) no contracts have been entered into by the Seller to sell, assign, subdivide, let or lease, licence, charge, mortgage, partition, share, grant any option over or otherwise dispose of an interest in or part with the possession or occupation of the Owned Properties or any part thereof or otherwise encumber the Owned Properties nor is there any agreement by the Seller to do any of the aforesaid; (x) the Seller is in physical possession and actual occupation of, each and every one of the Owned Properties on an exclusive basis and no right of occupation or enjoyment has been acquired or is in the course of being acquired by any third party or has been granted or agreed to be granted to any third party; (xi) except as otherwise included in the Assumed Liabilities, the Seller does not have any outstanding liabilities under the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted; (xii) except as otherwise disclosed to the Purchaser in the manner acceptable to the Purchaser, the Owned Properties are not subject to any restrictive covenants, stipulations, easements, licences, restrictions or other like rights vested in third parties other than those stipulated in the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted which terms and conditions are of a usual nature with reference to such terms and conditions in China; (xiii) there are no circumstances which would entitle or require any person to exercise any powers of entry or taking possession of the Owned Properties; (xiv) compliance has been made with all applicable statutory and by-law requirements with respect to the Owned Properties; (xv) all requisite licences, certificates and authorities necessary for the existing use of the Owned Properties by the Seller have been duly obtained and are in full force, validity and effect; (xvi) there are no disputes with any adjoining or neighbouring owner with respect to boundary walls and fences, or with respect to any easement, right or means of access to the Owned Properties; (xvii) the Owned Properties are used by the Seller for legal purposes and has not violated any relevant land or construction regulations; (xviii) all requisite approvals, consents, permits and licences necessary for the user of the Owned Properties as it is presently being used by the Seller have been duly obtained and are in full force, validity and effect; (xix) no default (or event which with notice or lapse of time or both will constitute a default) by the Seller has occurred or is continuing under the government grant, occupation permit, deed of mutual covenant, land use right certificate, building ownership rights certificate and/or other documents applicable to the property and it is not in breach of any applicable laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court, government, governmental or regulatory authorities in respect of the use occupation and enjoyment of the Owned Properties; (xx) all requisite planning and building approvals required for any government, local or public authority with respect to the Owned Properties have been obtained and are in full force and effect; (xxi) all the buildings and other structures on the Owned Properties are in good and substantial repair and fit for the purposes for which they are being used; and (xxii) there is (and has been) no breach of any applicable statutory, by-law or regulatory requirement as to fire precautions, public health, pollution, discharge of effluents, environmental or any other matters to which, in respect of any of the Owned Properties compliance is required.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cooper Tire & Rubber Co), Asset Purchase Agreement (Cooper Tire & Rubber Co)
Owned Properties. The Owned Properties represent all the real properties owned by the Seller or in respect of which the Seller has any estate, interest, right or liability (as defined below), and in respect of each of the Owned Properties:
(i) the Seller is the sole beneficial owner of has good, indefeasible and has a proper legal marketable title (in the form of granted land use rights the premium for which has been fully paid) to the Owned Properties Real Estate and all personal property and fixtures thereon, free and clear of all liens and Encumbrances except the Permitted Exceptions (as such term is entitled to transfer, dispose, sell, mortgage or otherwise deal with the Owned Properties defined on Exhibit I attached hereto and is entitled the use of such property in the manner in which it is used or is proposed to be used;made a part hereof). ---------
(ii) except as otherwise created for the Assumed Liabilities and disclosed There are no pending or threatened condemnation proceedings, lawsuits, violations of applicable law or administrative actions relating to the Purchaser in Owned Real Estate or other matters affecting adversely the manner acceptable to the Purchasercurrent use, each access to, occupancy, or value of the Owned Properties held by the Seller is free from mortgage, debenture, charge, lien, lease, encumbrances or any third party rights and the Seller has not entered into any agreement to do any of the foregoing;Real Estate.
(iii) the Seller has not received or is not aware of there being any notice from any government or other competent authorities requiring it to revise the terms of the ownership rights relating to complied with and the Owned Properties or adversely affecting the Owned Properties or the rights of the Seller in relation thereto;Real Estate complies with all Legal Requirements and Environmental and Safety Requirements.
(iv) all land premiumAll buildings, purchase price, land grant fees or Fee Improvements and other fees payable in respect of property on the Owned Properties Real Estate, including all streets, curbs, curb cuts, sidewalks, sewers and utilities (including any necessary gas, electricity, water, sanitary and storm sewer service) have been paid in full supplied, completed and will be duly paid up installed, and connected and (where appropriate) dedicated to and accepted by the date of Closing and no further such premiums, price or fees are payable under any applicable laws;local governing body.
(v) none No notice from any governmental authority, insurance company or from any board of the terms and conditions contained in the relevant sale and purchase fire underwriters or transfer contracts, deed of mutual covenants, government grant, occupation permit, real estate title certificateassociation (or other body exercising similar functions) has been received requesting the performance of any repairs, land use right certificate, building ownership certificates and/or certificate of ownership and alterations or other work or affecting the applicable laws, rules and regulations have been breached in respect operation of the Owned Properties;Real Estate.
(vi) The Owned Real Estate has been issued all permanent certificates of occupancy, all licenses, Permits, authorizations and approvals required by all governmental authorities having jurisdiction over the Seller has duly performed and observed all the terms and conditions contained in the sale and purchase or transfer contracts (if any), assignment, deed of mutual covenant, land use right certificate and building ownership certificates Owned Real Estate for the Owned Properties to be performed and observed on the part continued use of the Seller Owned Real Estate as Purchaser thereof;used at present, which are all in full force and effect.
(vii) all relevant legal requirements Any covenants or conventions for notarization restrictions to which the Owned Real Estate is subject have not been violated and registration will not be violated by any pending or contemplated improvement to the Owned Real Estate or use of the sale and purchase contracts and assignments for the Owned Properties have been complied with;Real Estate.
(viii) the land and building ownership rights pertaining Seller will have paid, prior to the Closing Date, all taxes and assessments, including assessments payable in installments, which are to become due and payable and/or a lien on the Owned Properties are valid Real Estate, except for Taxes for the current year which shall be prorated at Closing, and subsisting no portion of the Owned Real Estate is affected by existing or impending special assessments, whether or not a lien thereon, and Seller has not been amended, modified no knowledge of any impending increase in real estate or supplemented in any manner whatsoever;personal property Taxes affecting the Owned Real Estate.
(ix) no contracts have been entered into by the Seller to sell, assign, subdivide, let or lease, licence, charge, mortgage, partition, share, grant any option over or otherwise dispose of an interest is not a "foreign person" as such term is defined in or part with the possession or occupation Section 1445(f)(3) of the Owned Properties or any part thereof or otherwise encumber the Owned Properties nor is there any agreement by the Seller to do any of the aforesaid;Code.
(x) There are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Real Estate and no Person other than Seller is in physical possession and actual occupation of, each and every one of the Owned Properties on an exclusive basis and no right of occupation or enjoyment has been acquired or is in the course of being acquired by any third party or has been granted or agreed to be granted to any third party;Real Estate.
(xi) except as otherwise included in the Assumed Liabilities, the Seller does not have any There are no outstanding liabilities under the terms and conditions upon which the land and building ownership options or rights pertaining of first refusal to purchase or lease the Owned Properties are granted;Real Estate or any portion thereof or interest therein.
(xii) except as otherwise disclosed to the Purchaser in the manner acceptable to the Purchaser, the Owned Properties are not subject to any restrictive covenants, stipulations, easements, licences, restrictions No air or other like development rights vested in third parties other than those stipulated in the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted which terms and conditions are of a usual nature with reference to such terms and conditions in China;
(xiii) there are no circumstances which would entitle or require any person to exercise any powers of entry or taking possession of the Owned Properties;
(xiv) compliance has been made with all applicable statutory and by-law requirements with respect to the Owned Properties;Real Estate have been transferred or sold, and no contract to sell such air or development rights is outstanding, other than pursuant to the terms and conditions of this Agreement.
(xiii) No employees, agents or contractors have been hired by or otherwise employed by Seller for the maintenance or management of the Owned Real Estate.
(xiv) No Contracts affect or impact the Owned Real Estate in any manner whatsoever including, without limitation, Contracts relating the operation, management, repair, operation or improvement of the Owned Real Estate.
(xv) all requisite licencesAll appliances and the water, certificates sewer, heating, electrical, plumbing, air conditioning and authorities necessary other mechanical and electrical systems are in good working order and are adequate in quantity and quality for the existing use of the Owned Properties by the Seller have been duly obtained normal operations and are free from leaks. The roofs are free from leaks and are in full forcesound structural condition. All other structural and non-structural portions of the Fee Improvements on the Owned Real Estate, validity including walls and effect;foundations, are in sound structural condition and do not materially vary from their intended grade.
(xvi) there are no disputes with any adjoining The Owned Real Estate is free and clear of all visible evidence of termites, fungus, dry rot, beetles, other wood destroying insects, pests, faulty grade levels, shower leaks, cellulose debris or neighbouring owner with respect to boundary walls and fencesexcessive moisture conditions, or with respect to any easement, right other pest infestation or means of access to the Owned Properties;damage.
(xvii) No part of the Owned Properties are used Real Estate is located in a flood plain or flood hazard or flood prone area as delineated by the Seller for legal purposes and has not violated any relevant land federal or construction regulations;state government.
(xviii) all requisite approvals, consents, permits and licences necessary for the user of the Owned Properties as it is presently being used by the Seller have been duly obtained and are in full force, validity and effect;
(xix) no default (All work performed on or event which with notice or lapse of time or both will constitute a default) by the Seller has occurred or is continuing under the government grant, occupation permit, deed of mutual covenant, land use right certificate, building ownership rights certificate and/or other documents applicable to the property and it is not in breach of any applicable laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court, government, governmental or regulatory authorities in respect of the use occupation and enjoyment of the Owned Properties;
(xx) all requisite planning and building approvals required for any government, local or public authority materials furnished with respect to the Owned Properties Real Estate prior to the Closing Date have been obtained and are in full force and effect;paid for by Seller prior to the Closing Date.
(xxixix) all the buildings and other structures on No portion of the Owned Properties are in good and substantial repair and fit for Real Estate or the purposes for which they are being used; and
(xxii) there building or the Fee Improvements thereon is (and has been) no breach of designated by or registered with any applicable statutory, by-law governmental authority as historic or regulatory requirement as to fire precautions, public health, pollution, discharge of effluents, environmental landmark buildings or any other matters similar designation or registration and Seller shall not attempt to which, obtain or effect any such designation or registration.
(xx) Seller represents and warrants that it did not deal with any broker or sales agent in respect of any connection with this Agreement or the sale of the Owned Properties compliance is requiredReal Estate.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Coinmach Corp), Asset Purchase Agreement (Coinmach Laundry Corp)
Owned Properties. The Owned Properties represent attached Real Estate Schedule lists and describes briefly all real property relating to the real properties owned by Sprintank Business that the Seller or in owns (the "Owned Real Property"). Except as otherwise described on the Real Estate Schedule, with respect to each such parcel of which the Seller has any estate, interest, right or liability (as defined below), and in respect of each of the Owned PropertiesReal Property:
(i) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement and the rights of the Purchaser under the Owned Real Property Leases (as such term is hereinafter defined) executed between the Purchaser and the Seller is the sole beneficial owner of and has a proper legal title (in the form of granted land use rights the premium for which has been fully paid) with respect to the such Owned Properties and is entitled to transfer, dispose, sell, mortgage or otherwise deal with the Owned Properties and is entitled the use of such property in the manner in which it is used or is proposed to be usedReal Property);
(ii) except as otherwise created for the Assumed Liabilities and disclosed there are no outstanding options or rights of first refusal to the Purchaser in the manner acceptable to the Purchaser, each purchase any of the Owned Properties held by Real Property (other than the Seller is free from mortgageright of the Purchaser pursuant to this Agreement), debenture, charge, lien, lease, encumbrances or any third party portion thereof or interest therein, other than any options or rights and of first refusal which would not adversely affect the Seller has not entered into any agreement to do any rights of the foregoingPurchaser under the Owned Real Property Leases;
(iii) no Person (other than the Seller has not received or Seller) is not aware in possession of there being any notice from any government or other competent authorities requiring it to revise the terms of the ownership rights relating to the Owned Properties or adversely affecting the Owned Properties or the rights of the Seller in relation theretoReal Property;
(iv) all land premium, purchase price, land grant fees or other fees payable in respect the current use of the Owned Properties have been paid in full Real Property and will be duly paid up to the date operation of Closing and no further such premiumsthe Sprintank Business thereon, price does not violate any instrument of record or fees are payable under agreement affecting the Owned Real Property or any applicable lawsLegal Requirements except for such violations which, individually and in the aggregate, could not reasonably be foreseen to have a material adverse affect on the Sprintank Business;
(v) none of all buildings, structures and other improvements located on the terms and conditions contained Owned Real Property, including all material components thereof, are in a condition sufficient to enable the relevant sale and purchase or transfer contracts, deed of mutual covenants, government grant, occupation permit, real estate title certificate, land use right certificate, building ownership certificates and/or certificate of ownership and the applicable laws, rules and regulations have been breached in respect continued operation of the Owned Properties;Real Property as it is now operated in connection with the conduct of the Sprintank Business; and
(vi) all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the Seller has duly performed and observed all operation of the terms and conditions contained in the sale and purchase or transfer contracts (if any), assignment, deed of mutual covenant, land use right certificate and building ownership certificates for Sprintank Business on the Owned Properties Real Property required to have been issued to enable the Owned Real Property to be performed lawfully occupied and observed on the part used for all of the Seller as Purchaser thereof;
(vii) all relevant legal requirements or conventions purposes for notarization which it is currently occupied and registration used in connection with the operation of the sale and purchase contracts and assignments for the Owned Properties Sprintank Business have been complied with;
(viii) the land lawfully issued and building ownership rights pertaining to the Owned Properties are valid and subsisting and has not been amendedare, modified or supplemented in any manner whatsoever;
(ix) no contracts have been entered into by the Seller to sell, assign, subdivide, let or lease, licence, charge, mortgage, partition, share, grant any option over or otherwise dispose of an interest in or part with the possession or occupation as of the Owned Properties or any part thereof or otherwise encumber the Owned Properties nor is there any agreement by the Seller to do any of the aforesaid;
(x) the Seller is in physical possession and actual occupation ofdate hereof, each and every one of the Owned Properties on an exclusive basis and no right of occupation or enjoyment has been acquired or is in the course of being acquired by any third party or has been granted or agreed to be granted to any third party;
(xi) except as otherwise included in the Assumed Liabilities, the Seller does not have any outstanding liabilities under the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted;
(xii) except as otherwise disclosed to the Purchaser in the manner acceptable to the Purchaser, the Owned Properties are not subject to any restrictive covenants, stipulations, easements, licences, restrictions or other like rights vested in third parties other than those stipulated in the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted which terms and conditions are of a usual nature with reference to such terms and conditions in China;
(xiii) there are no circumstances which would entitle or require any person to exercise any powers of entry or taking possession of the Owned Properties;
(xiv) compliance has been made with all applicable statutory and by-law requirements with respect to the Owned Properties;
(xv) all requisite licences, certificates and authorities necessary for the existing use of the Owned Properties by the Seller have been duly obtained and are in full force, validity and effect;
(xvi) there are no disputes with any adjoining or neighbouring owner with respect to boundary walls and fences, or with respect to any easement, right or means of access to the Owned Properties;
(xvii) the Owned Properties are used by the Seller for legal purposes and has not violated any relevant land or construction regulations;
(xviii) all requisite approvals, consents, permits and licences necessary for the user of the Owned Properties as it is presently being used by the Seller have been duly obtained and are in full force, validity and effect;
(xix) no default (or event which with notice or lapse of time or both will constitute a default) by the Seller has occurred or is continuing under the government grant, occupation permit, deed of mutual covenant, land use right certificate, building ownership rights certificate and/or other documents applicable to the property and it is not in breach of any applicable laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court, government, governmental or regulatory authorities in respect of the use occupation and enjoyment of the Owned Properties;
(xx) all requisite planning and building approvals required for any government, local or public authority with respect to the Owned Properties have been obtained and are in full force and effect;
(xxi) all the buildings and other structures on the Owned Properties are in good and substantial repair and fit for the purposes for which they are being used; and
(xxii) there is (and has been) no breach of any applicable statutory, by-law or regulatory requirement as to fire precautions, public health, pollution, discharge of effluents, environmental or any other matters to which, in respect of any of the Owned Properties compliance is required.
Appears in 1 contract
Owned Properties. The attached Real Estate Schedule lists ---------------- -------------------- and describes in reasonable detail all real property that the Company or any of its Subsidiaries owns in fee simple (the "Owned Properties represent all Real Property"). Except as ------------------- otherwise described on the real properties owned by the Seller or in Real Estate Schedule, with respect to each such -------------------- parcel of which the Seller has any estate, interest, right or liability (as defined below), and in respect of each of the Owned PropertiesReal Property:
(i) the Seller is the sole beneficial owner applicable Company or its Subsidiary has indefeasible fee simple title to each such parcel free and clear of and has a proper legal title (in the form of granted land use rights the premium any Encumbrance, except for which has been fully paid) to the Owned Properties and is entitled to transfer, dispose, sell, mortgage or otherwise deal with the Owned Properties and is entitled the use of such property in the manner in which it is used or is proposed to be usedPermitted Encumbrances;
(ii) except as otherwise created for the Assumed Liabilities and disclosed there are no pending or, to the Purchaser in the manner acceptable applicable Company's or Subsidiary's Knowledge, threatened condemnation, expropriation, or other proceedings, lawsuits, or administrative actions relating to the PurchaserOwned Real Property or other matters affecting adversely the current use, each occupancy, or value of the Owned Properties held by the Seller is free from mortgage, debenture, charge, lien, lease, encumbrances or any third party rights and the Seller has not entered into any agreement to do any of the foregoingReal Property;
(iii) the Seller has Owned Real Property does not received or serve any adjoining property for any purpose inconsistent with the use of the Owned Real Property, and the Owned Real Property is not aware of there being located within any notice from flood plain or subject to any government similar type restriction for which any permits or other competent authorities requiring it to revise the terms of the ownership rights relating licenses necessary to the Owned Properties or adversely affecting the Owned Properties or the rights of the Seller in relation theretouse thereof have not been obtained;
(iv) all land premiumthere are no leases, purchase pricesubleases, land grant fees licenses, concessions, or other fees payable in respect agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Properties have been paid in full and will be duly paid up to the date of Closing and no further such premiums, price or fees are payable under any applicable lawsReal Property;
(v) none there are no outstanding options or rights of the terms and conditions contained in the relevant sale and first refusal to purchase or transfer contracts, deed of mutual covenants, government grant, occupation permit, real estate title certificate, land use right certificate, building ownership certificates and/or certificate of ownership and the applicable laws, rules and regulations have been breached in respect any of the Owned PropertiesReal Property, or any portion thereof or interest therein;
(vi) no Person (other than the Seller has duly performed Company and observed all the terms and conditions contained its Subsidiaries) is in the sale and purchase or transfer contracts (if any), assignment, deed possession of mutual covenant, land use right certificate and building ownership certificates for any of the Owned Properties to be performed and observed on the part of the Seller as Purchaser thereofReal Property;
(vii) all relevant the current use and operation of the Owned Real Property by the Company and its Subsidiaries does not violate any easement, covenant, condition, restriction, or other instrument of record or agreement affecting the Owned Real Property or any applicable legal requirements (including zoning laws or conventions ordinances) except for notarization such violations which, individually and registration in the aggregate, could not reasonably be foreseen to have a Material Adverse Effect on the Company or its Subsidiaries, and the Company's or Subsidiaries' use or occupancy of the sale and purchase contracts and assignments for Owned Real Property or any portion thereof or the Owned Properties have been complied withoperation of their respective businesses does not depend on a "permitted non-conforming use" or "permitted non-conforming structure" or similar exemption from any governmental authority;
(viii) all buildings, structures and other improvements located on the land Owned Real Property, including all material components thereof, are in good operating condition and building ownership rights pertaining repair, subject only to the provision of usual and customary maintenance provided in the ordinary course of business with respect to buildings, structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Owned Properties Real Property are valid sufficient to enable the continued operation of the Owned Real Property as it is now operated by the Company and subsisting and has not been amended, modified or supplemented in any manner whatsoever;its Subsidiaries; and
(ix) no contracts all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the operations of the applicable Company and its Subsidiaries on the Owned Real Property required to have been entered into by issued to enable the Seller Owned Real Property to sell, assign, subdivide, let or lease, licence, charge, mortgage, partition, share, grant any option over or otherwise dispose be lawfully occupied and used for all of an interest the purposes for which it is currently occupied and used in or part connection with the possession or occupation Company's and its Subsidiaries' operations have been issued and are, as of the Owned Properties or date, hereof, in full force and effect (and the Company has no Knowledge of any part thereof or otherwise encumber the Owned Properties nor is there any agreement by the Seller to do basis upon which any of the aforesaid;foregoing could be revoked or terminated after Closing).
(x) the Seller is in physical possession and actual occupation of, each and every one closing of the Owned Properties on an exclusive basis and no right of occupation transactions contemplated by this Agreement will not individually or enjoyment has been acquired or is in the course of being acquired by aggregate create a taxable event under any third party state, county, or has been granted local transfer tax law or agreed to be granted ordinance applicable to any third party;parcel of Real Property.
(xi) except as otherwise included in the Assumed Liabilities, the Seller does not have any outstanding liabilities under the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted;
(xii) except as otherwise disclosed to the Purchaser in the manner acceptable to the Purchaser, the Owned Properties are not subject to any restrictive covenants, stipulations, easements, licences, restrictions or other like rights vested in third parties other than those stipulated in the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted which terms and conditions are of a usual nature with reference to such terms and conditions in China;
(xiii) there are no circumstances which would entitle or require any person to exercise any powers of entry or taking possession copies of the Owned Properties;
(xiv) compliance has been made with all applicable statutory title policies and by-law requirements surveys with respect to the Owned Properties;
(xv) all requisite licences, certificates Real Property previously delivered to Purchaser are true and authorities necessary for the existing use of the Owned Properties by the Seller have been duly obtained correct and are the most current in full forcethe Company's or its Subsidiaries' possession. Such title policies are, validity and effect;
(xvi) there are no disputes with any adjoining or neighbouring owner with respect to boundary walls and fences, or with respect to any easement, right or means of access to the Owned Properties;
(xvii) the Owned Properties are used by the Seller for legal purposes and has not violated any relevant land or construction regulations;
(xviii) all requisite approvalsCompany's Knowledge, consents, permits and licences necessary for the user of the Owned Properties as it is presently being used by the Seller have been duly obtained and are in full force, validity and effect;
(xix) no default (or event which with notice or lapse of time or both will constitute a default) by the Seller has occurred or is continuing under the government grant, occupation permit, deed of mutual covenant, land use right certificate, building ownership rights certificate and/or other documents applicable to the property and it is not in breach of any applicable laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court, government, governmental or regulatory authorities in respect of the use occupation and enjoyment of the Owned Properties;
(xx) all requisite planning and building approvals required for any government, local or public authority with respect to the Owned Properties have been obtained and are in full force and effect;
(xxi) all effect and the buildings and other structures on the Owned Properties are in good and substantial repair and fit for the purposes for which they are being used; and
(xxii) there is (and Company has been) no breach Knowledge of any applicable statutorydefense that the respective title insurer may use to deny coverage under such title policies. Such surveys, by-law or regulatory requirement as to fire precautions, public health, pollution, discharge of effluents, environmental or any other matters to which, in respect of any the Knowledge of the Company, disclose all material improvements located at each parcel of Owned Properties compliance is requiredReal Property.
Appears in 1 contract
Owned Properties. The attached Schedule 6.16 - Real Estate Schedule lists and describes briefly all real property that Seller owns (the "Owned Properties represent all the real properties owned by the Seller or in Real Property"). Except as otherwise described on Schedule 6.16 - Real Estate Schedule, with respect to each such parcel of which the Seller has any estate, interest, right or liability (as defined below), and in respect of each of the Owned PropertiesReal Property:
(i) the Seller is the sole beneficial owner has good and marketable fee simple title to each such parcel free and clear of and has a proper legal title any Lien, except for (in the form of granted land use rights the premium 1) statutory liens for which has been fully paid) current taxes or other governmental charges with respect to the Owned Properties Real Property not yet due and payable or the amount or validity of which is entitled being contested in good faith by appropriate proceedings by Seller, and with respect to transferwhich all reserves required by GAAP have been established; (2) mechanics, disposecarriers workers, sellrepairers and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, mortgage individually or otherwise deal with in the aggregate, material to the Business; (3) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the Owned Properties Real Property which are not violated by the current use and is entitled operation of the Owned Real Property; and (d) covenants, conditions, restrictions, easements and other matters of record affecting title to the Owned Real Property which do not materially impair the use or value of such property in the manner in Owned Real Property for the purposes for which it is used or is proposed to be usedin connection with the Business (collectively, the "Permitted Liens");
(ii) except as otherwise created for the Assumed Liabilities and disclosed there are no pending (or, to the Purchaser in best of the manner acceptable Seller's Knowledge, threatened) condemnation proceedings, lawsuits, or administrative actions relating to the PurchaserOwned Real Property or other matters affecting adversely the current use, each occupancy, or value of the Owned Properties held by the Seller is free from mortgage, debenture, charge, lien, lease, encumbrances or any third party rights and the Seller has not entered into any agreement to do any of the foregoingReal Property;
(iii) the Seller has Owned Real Property does not received or serve any adjoining property for any purpose inconsistent with the use of the Owned Real Property, and the Owned Real Property is not aware of there being located within any notice from flood plain or subject to any government similar type restriction for which any permits or other competent authorities requiring it to revise the terms of the ownership rights relating licenses necessary to the Owned Properties or adversely affecting the Owned Properties or the rights of the Seller in relation theretouse thereof have not been obtained;
(iv) all land premiumthere are no leases, purchase pricesubleases, land grant fees licenses, concessions, or other fees payable in respect agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Properties have been paid in full and will be duly paid up to the date of Closing and no further such premiums, price or fees are payable under any applicable lawsReal Property;
(v) none there are no outstanding options or rights of the terms and conditions contained in the relevant sale and first refusal to purchase or transfer contracts, deed of mutual covenants, government grant, occupation permit, real estate title certificate, land use right certificate, building ownership certificates and/or certificate of ownership and the applicable laws, rules and regulations have been breached in respect any of the Owned PropertiesReal Property, or any portion thereof or interest therein;
(vi) the no Person (other than Seller has duly performed and observed all the terms and conditions contained which owns such parcel) is in the sale and purchase or transfer contracts (if any), assignment, deed possession of mutual covenant, land use right certificate and building ownership certificates for any of the Owned Properties to be performed and observed on the part of the Seller as Purchaser thereofReal Property;
(vii) all relevant legal requirements or conventions for notarization and registration the current use of the sale Owned Real Property and purchase contracts and assignments for the operation of the Business does not violate any instrument of record or agreement affecting the Owned Properties Real Property or any applicable Legal Requirements except for such violations which, individually and in the aggregate, could not reasonably be foreseen to have been complied witha material adverse affect on the Business;
(viii) all buildings, structures and other improvements located on the land Owned Real Property, including all material components thereof, are in good operating condition and building ownership rights pertaining repair, subject only to the provision of usual and customary maintenance provided in the ordinary course of business with respect to buildings, structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Owned Properties Real Property are valid and subsisting and has not been amended, modified or supplemented sufficient to enable the continued operation of the Owned Real Property as it is now operated in any manner whatsoever;connection with the conduct of the Business; and
(ix) no contracts all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the operation of the Business on the Owned Real Property required to have been entered into by issued to enable the Seller Owned Real Property to sell, assign, subdivide, let or lease, licence, charge, mortgage, partition, share, grant any option over or otherwise dispose be lawfully occupied and used for all of an interest the purposes for which it is currently occupied and used in or part connection with the possession or occupation operation of the Owned Properties or any part thereof or otherwise encumber the Owned Properties nor is there any agreement by the Seller to do any Business, have been lawfully issued and are, as of the aforesaid;
(x) the Seller is in physical possession and actual occupation ofdate, each and every one of the Owned Properties on an exclusive basis and no right of occupation or enjoyment has been acquired or is in the course of being acquired by any third party or has been granted or agreed to be granted to any third party;
(xi) except as otherwise included in the Assumed Liabilitieshereof, the Seller does not have any outstanding liabilities under the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted;
(xii) except as otherwise disclosed to the Purchaser in the manner acceptable to the Purchaser, the Owned Properties are not subject to any restrictive covenants, stipulations, easements, licences, restrictions or other like rights vested in third parties other than those stipulated in the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted which terms and conditions are of a usual nature with reference to such terms and conditions in China;
(xiii) there are no circumstances which would entitle or require any person to exercise any powers of entry or taking possession of the Owned Properties;
(xiv) compliance has been made with all applicable statutory and by-law requirements with respect to the Owned Properties;
(xv) all requisite licences, certificates and authorities necessary for the existing use of the Owned Properties by the Seller have been duly obtained and are in full force, validity and effect;
(xvi) there are no disputes with any adjoining or neighbouring owner with respect to boundary walls and fences, or with respect to any easement, right or means of access to the Owned Properties;
(xvii) the Owned Properties are used by the Seller for legal purposes and has not violated any relevant land or construction regulations;
(xviii) all requisite approvals, consents, permits and licences necessary for the user of the Owned Properties as it is presently being used by the Seller have been duly obtained and are in full force, validity and effect;
(xix) no default (or event which with notice or lapse of time or both will constitute a default) by the Seller has occurred or is continuing under the government grant, occupation permit, deed of mutual covenant, land use right certificate, building ownership rights certificate and/or other documents applicable to the property and it is not in breach of any applicable laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court, government, governmental or regulatory authorities in respect of the use occupation and enjoyment of the Owned Properties;
(xx) all requisite planning and building approvals required for any government, local or public authority with respect to the Owned Properties have been obtained and are in full force and effect;
(xxi) all the buildings and other structures on the Owned Properties are in good and substantial repair and fit for the purposes for which they are being used; and
(xxii) there is (and has been) no breach of any applicable statutory, by-law or regulatory requirement as to fire precautions, public health, pollution, discharge of effluents, environmental or any other matters to which, in respect of any of the Owned Properties compliance is required.
Appears in 1 contract
Owned Properties. The attached Schedule 6.16 - Real Estate lists and describes briefly all real property that Seller owns (the "Owned Properties represent all the real properties owned by the Seller or in Real Property"). Except as otherwise described on Schedule 6.16 - Real Estate, with respect to each such parcel of which the Seller has any estate, interest, right or liability (as defined below), and in respect of each of the Owned PropertiesReal Property:
(i) the Seller is the sole beneficial owner has good and marketable fee simple title to each such parcel free and clear of and has a proper legal title any Lien, except for (in the form of granted land use rights the premium 1) statutory liens for which has been fully paid) current taxes or other governmental charges with respect to the Owned Properties Real Property not yet due and payable or the amount or validity of which is entitled being contested in good faith by appropriate proceedings by Seller, and with respect to transferwhich all reserves required by GAAP have been established; (2) mechanics, disposecarriers workers, sellrepairers and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, mortgage individually or otherwise deal with in the aggregate, material to the Business; (3) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the Owned Properties Real Property which are not violated by the current use and is entitled operation of the Owned Real Property; and (d) covenants, conditions, restrictions, easements and other matters of record affecting title to the Owned Real Property which do not materially impair the use or value of such property in the manner in Owned Real Property for the purposes for which it is used or is proposed to be usedin connection with the Business (collectively, the "Permitted Liens");
(ii) except as otherwise created for the Assumed Liabilities and disclosed there are no pending (or, to the Purchaser in best of the manner acceptable Seller's Knowledge, threatened) condemnation proceedings, lawsuits, or administrative actions relating to the PurchaserOwned Real Property or other matters affecting adversely the current use, each occupancy, or value of the Owned Properties held by the Seller is free from mortgage, debenture, charge, lien, lease, encumbrances or any third party rights and the Seller has not entered into any agreement to do any of the foregoingReal Property;
(iii) the Seller has Owned Real Property does not received or serve any adjoining property for any purpose inconsistent with the use of the Owned Real Property, and the Owned Real Property is not aware of there being located within any notice from flood plain or subject to any government similar type restriction for which any permits or other competent authorities requiring it to revise the terms of the ownership rights relating licenses necessary to the Owned Properties or adversely affecting the Owned Properties or the rights of the Seller in relation theretouse thereof have not been obtained;
(iv) all land premiumthere are no leases, purchase pricesubleases, land grant fees licenses, concessions, or other fees payable in respect agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Properties have been paid in full and will be duly paid up to the date of Closing and no further such premiums, price or fees are payable under any applicable lawsReal Property;
(v) none there are no outstanding options or rights of the terms and conditions contained in the relevant sale and first refusal to purchase or transfer contracts, deed of mutual covenants, government grant, occupation permit, real estate title certificate, land use right certificate, building ownership certificates and/or certificate of ownership and the applicable laws, rules and regulations have been breached in respect any of the Owned PropertiesReal Property, or any portion thereof or interest therein;
(vi) the no Person (other than Seller has duly performed and observed all the terms and conditions contained which owns such parcel) is in the sale and purchase or transfer contracts (if any), assignment, deed possession of mutual covenant, land use right certificate and building ownership certificates for any of the Owned Properties to be performed and observed on the part of the Seller as Purchaser thereofReal Property;
(vii) all relevant legal requirements or conventions for notarization and registration the current use of the sale Owned Real Property and purchase contracts and assignments for the operation of the Business does not violate any instrument of record or agreement affecting the Owned Properties Real Property or any applicable Legal Requirements except for such violations which, individually and in the aggregate, could not reasonably be foreseen to have been complied witha material adverse affect on the Business;
(viii) to Seller's knowledge, all buildings, structures and other improvements located on the land Owned Real Property, including all material components thereof, are in good operating condition and building ownership rights pertaining repair, subject only to the provision of usual and customary maintenance provided in the ordinary course of business with respect to buildings, structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Owned Properties Real Property are valid and subsisting and has not been amended, modified or supplemented sufficient to enable the continued operation of the Owned Real Property as it is now operated in any manner whatsoever;connection with the conduct of the Business; and
(ix) no contracts all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the operation of the Business on the Owned Real Property required to have been entered into by issued to enable the Seller Owned Real Property to sell, assign, subdivide, let or lease, licence, charge, mortgage, partition, share, grant any option over or otherwise dispose be lawfully occupied and used for all of an interest the purposes for which it is currently occupied and used in or part connection with the possession or occupation operation of the Owned Properties or any part thereof or otherwise encumber the Owned Properties nor is there any agreement by the Seller to do any Business, have been lawfully issued and are, as of the aforesaid;
(x) the Seller is in physical possession and actual occupation ofdate, each and every one of the Owned Properties on an exclusive basis and no right of occupation or enjoyment has been acquired or is in the course of being acquired by any third party or has been granted or agreed to be granted to any third party;
(xi) except as otherwise included in the Assumed Liabilitieshereof, the Seller does not have any outstanding liabilities under the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted;
(xii) except as otherwise disclosed to the Purchaser in the manner acceptable to the Purchaser, the Owned Properties are not subject to any restrictive covenants, stipulations, easements, licences, restrictions or other like rights vested in third parties other than those stipulated in the terms and conditions upon which the land and building ownership rights pertaining to the Owned Properties are granted which terms and conditions are of a usual nature with reference to such terms and conditions in China;
(xiii) there are no circumstances which would entitle or require any person to exercise any powers of entry or taking possession of the Owned Properties;
(xiv) compliance has been made with all applicable statutory and by-law requirements with respect to the Owned Properties;
(xv) all requisite licences, certificates and authorities necessary for the existing use of the Owned Properties by the Seller have been duly obtained and are in full force, validity and effect;
(xvi) there are no disputes with any adjoining or neighbouring owner with respect to boundary walls and fences, or with respect to any easement, right or means of access to the Owned Properties;
(xvii) the Owned Properties are used by the Seller for legal purposes and has not violated any relevant land or construction regulations;
(xviii) all requisite approvals, consents, permits and licences necessary for the user of the Owned Properties as it is presently being used by the Seller have been duly obtained and are in full force, validity and effect;
(xix) no default (or event which with notice or lapse of time or both will constitute a default) by the Seller has occurred or is continuing under the government grant, occupation permit, deed of mutual covenant, land use right certificate, building ownership rights certificate and/or other documents applicable to the property and it is not in breach of any applicable laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court, government, governmental or regulatory authorities in respect of the use occupation and enjoyment of the Owned Properties;
(xx) all requisite planning and building approvals required for any government, local or public authority with respect to the Owned Properties have been obtained and are in full force and effect;
(xxi) all the buildings and other structures on the Owned Properties are in good and substantial repair and fit for the purposes for which they are being used; and
(xxii) there is (and has been) no breach of any applicable statutory, by-law or regulatory requirement as to fire precautions, public health, pollution, discharge of effluents, environmental or any other matters to which, in respect of any of the Owned Properties compliance is required.
Appears in 1 contract