Owned Real Property. (a) Schedule 3.15(a) sets out the municipal address and a complete and accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”). (b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens. (c) Except as set forth in Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion of the Owned Real Property to any Person. (d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past. (e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past. (f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property. (g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority. (h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property. (i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past. (j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 3 contracts
Sources: Purchase Agreement (Quebecor Media Inc), Purchase Agreement (Postmedia Network Canada Corp.), Purchase Agreement (Postmedia Network Canada Corp.)
Owned Real Property. (a) Schedule 3.15(a) 4.13 sets out forth the municipal address and a complete and accurate legal description of all the each parcel of real property used in the Business and owned by an ELN the Company or any of its Subsidiaries (“the "Owned Real Property”").
(b) . The Company or its applicable ELN Company has the exclusive right to possess, use and occupy, and Subsidiary has good and marketable legal and beneficial fee simple title in fee simple to, and to all of the Owned Real Property, free subject to no Liens, encroachments, claims, leases, rights of possession or other defects in title, except (i) Liens for Taxes not yet due and clear payable, (ii) covenants, conditions and restrictions of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), record and minor title defects none of which individually or collectively could reasonably be expected to interfere with the ELN Companies have granted Company's business as presently conducted or as planned to be conducted and (iii) as described on Schedule 4.13. Other than the Company and its Subsidiaries, there are no parties in possession or parties having any Person any current or future right of first refusal, right of first opportunity, option or similar rights to purchase occupy any of the Owned Real Property. The Owned Property is in good condition and repair and is sufficient for the conduct of the business of the Company and its Subsidiaries as currently conducted. The Owned Property and all buildings and improvements located thereon conform in all material respects to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the Owned Property have been obtained, are in full force and effect and have not been violated, except where the failure to obtain, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There exists no violation of any interest therein covenant, condition, restriction, easement, agreement or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) order affecting any portion of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of Property. All improvements located on the Owned Real Property with have direct access to a public road adjoining such Owned Property. No such improvements or accessways encroach on land not included in the Owned Property and no such improvement is dependent for its access, operation or utility on any Applicable Laws that wouldland, building or other improvement not included in the Owned Property, except for those that, individually or in the aggregate, materially adversely affect could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge knowledge of the SellerCompany or any of its Subsidiaries, the current uses any threatened condemnation proceeding affecting any portion of the Owned Real Property are permitted under current zoning regulationsProperty. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending outstanding options, rights of first offer or rights of first refusal to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of purchase the Owned Real PropertyProperty or any portion thereof or interest therein.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 2 contracts
Sources: Preferred Stock and Subordinated Note Purchase Agreement (Castle Dental Centers Inc), Preferred Stock and Subordinated Note Purchase Agreement (Midwest Mezzanine Fund Ii Lp)
Owned Real Property. (a) Schedule 3.15(a) sets out the municipal address and 3.13 contains a complete and accurate legal description ------------------- correct list of all of the real property (other than Leased Real Property (hereinafter defined)) used in connection with the Business and owned by an ELN Company (“Owned together with the Related Land, the "Real Property”").
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c)3.13 and except for Permitted Encumbrances, no ELN Company has leased (as landlord) any portion the Companies have good and marketable fee simple title to all of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22Property, none of including the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that wouldbuildings, in the aggregatestructures and other improvements located thereon, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning free and clear of any of Encumbrances. Without limiting the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Sellerforegoing, there are no outstanding options or rights of first refusal or first offer to purchase the Real Property, or any portion thereof or interest therein. Except as disclosed in Schedule 3.13(a), there are no eminent domain (which term, as used herein, shall include other compulsory acquisitions or takings by Governmental Authority) proceedings pending or proposed assessmentsor, capital charges or levies assessed or to be assessed the knowledge of Shareholders, threatened against any Real Property or any material portion thereof which proceedings (if resulting in a taking of the Owned any Real Property by a Governmental Authority.
(h) To could have a material adverse effect on the Knowledge use or value of such Real Property as now used by the SellerCompanies. Shareholders have delivered or caused to be delivered to Buyer, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither , true and correct copies of any title insurance commitments, title insurance policies and surveys in the Company nor possession of Shareholders or the Seller Companies. Except as disclosed in Schedule 3.13(a), none of Shareholders or the Companies has received notices any notice from any Governmental Authority of any work orders zoning, land use, building, fire or directives health code or notices other legal violation in respect of deficiency capable of resulting in work orders any Real Property, other than violations which have been corrected or directives with respect to the Owned Real Property that would which could not, individually or in the aggregate materially adversely affect the ability to carry aggregate, have a material adverse effect on the Business upon the relevant Owned use or value of such Real Property substantially as it has been carried on now used in the past.
Business. Each Real Property is adequate (j) Except as set forth in Schedule 3.15(j)from both a legal and a physical perspective, neither the Seller nor any ELN Company has received notice of any claims for construction liens including, without limitation, with respect to work compliance with recorded agreements affecting the Real Property and listed in Schedule 3.13(a), but only to the extent compliance with such agreements is the responsibility of Shareholders or services performed the Companies under the terms of such agreements) for the use now made thereof in the Business, except for such inadequacies as could not, individually or materials supplied in connection with any the aggregate, have a material adverse effect on the use of such Real Property as now used in the Owned Real PropertyBusiness.
Appears in 2 contracts
Sources: Acquisition Agreement (Smithfield Foods Inc), Acquisition Agreement (Smithfield Foods Inc)
Owned Real Property. (ai) Schedule 3.15(a) SCHEDULE L sets out the municipal address and forth a complete and accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all list of the Owned Real Property, in each case by reference to the owner, municipal address and legal description.
(ii) Except as disclosed in SCHEDULE I, the Corporation or one of the Subsidiaries, as applicable, is the legal and beneficial owner of the Owned Real Property in fee simple, with good and marketable title thereto, free and clear of all Liens except Encumbrances other than Permitted LiensEncumbrances.
(ciii) Except as set forth disclosed in Schedule 3.15(c), none of the ELN Companies have granted SCHEDULE I and save for any documentation registered on title to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein delivered to the Buyer prior to the date hereof, there are no agreements, undertakings or any part thereof. Except as set forth in Schedule 3.15(c)other documents which adversely affect the title to, no ELN Company has leased (as landlord) any portion of or ownership of, or the right to occupy, the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings and easement rights relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(iiv) Neither Except as disclosed in SCHEDULE I, all accounts for work and services performed or materials placed or furnished upon or in respect of the Company nor the Seller has received notices from any Governmental Authority construction and completion of any work orders of the buildings, improvements or directives or notices of deficiency capable of resulting in work orders or directives with respect to other structures constructed on the Owned Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act, R.S.O. 1990, Chapter C.30, or other similar legislation for such work performed by or on behalf of the Corporation or the Subsidiaries.
(v) Except as disclosed in SCHEDULE I or as may be disclosed on title, the operations of the Corporation from the Real Property are not subject to any restriction or limitation that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on Corporation and are not in the pastcontravention of any Applicable Laws.
(jvi) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company The Corporation has not received notice of any claims assessment or any capital charges or levies assessed or proposed to be assessed against any of its Assets by a Governmental Authority or that any Governmental Authority intends to require the Corporation to pay for construction liens with respect to work any future roads, utilities or services performed relating to the Real Property.
(vii) Except as disclosed in SCHEDULE I all improvements (including all plant, buildings, structures, erections, appurtenances and fixtures) situated on or materials supplied forming part of the Real Property were completed in connection a good and competent manner and in all material respects in accordance with the requirements of all applicable Governmental Authorities and all such improvements are free of material defect.
(viii) The Real Property is serviced by all private and public utility services that are necessary for the operations of the Corporation and/or the Subsidiaries on the Real Property.
(ix) To the Knowledge of the Sellers, neither the Corporation nor the Subsidiaries have received a deficiency notice, request or written advice of any breach of any Applicable Law in respect of the Owned Real PropertyProperty which could, if not corrected, become a work order or could require performance of work or expenditure of money to correct.
Appears in 2 contracts
Sources: Share Purchase Agreement (Andersons Inc), Share Purchase Agreement (Andersons Inc)
Owned Real Property. (a) Schedule 3.15(aSCHEDULE 6.11.1(a) sets out the municipal address and forth a complete and accurate legal description of all the real property used in where the Cables Business and owned by an ELN Company is operated (“including at Montereau, France) which are part of the Contributed Assets (the "Owned Real Property”").
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c)SCHEDULE 6.11.1(b) and for those matters identified in the environment and safety investment program described in SCHEDULE 4.1.
(i) Seller is, none of and at Closing the ELN Companies have granted to any Person any right of first refusalSubsidiary will be, right of first opportunity, option or similar rights to purchase any the full and exclusive owner of the Owned Real Property which is duly identified at the appropriate land and mortgages register according to the laws and regulations in force;
(ii) The Owned Real Property is not subject to any encumbrance of any kind (meaning any pledge, mortgage, seizure, privilege, lien, usufruct, right of pre-emption, enjoyment or claim, easement, right of first refusal or any interest therein third party option right or any part thereof. Except other encumbrance or security interest of any kind) (hereinafter referred to as set forth "Real Property Encumbrance(s)") for the benefit of third parties, other than the Permitted Real Property Encumbrances.
(iii) The Seller has received no written notice from a Governmental Authority or local authority (including regional and municipal authorities) relating to a decision which may impair the full and exclusive ownership and the free enjoyment of the Owned Real Property and the Key Employees have no knowledge of projects or plans by such authorities which would give rise to such a decision.
(iv) All the commitments undertaken by the Seller and by the Seller's predecessors vis-a-vis the administrative authorities in Schedule 3.15(crelation to the Owned Real Property (including obligations of any nature, if any, arising from the town planning agreements, or from any other agreement entered into with administrative bodies and including, moreover, obligations of payment connected with the issue of any authorization or permit) have been fulfilled in all material respects;
(v) All the construction works which have been carried out in relation to the Owned Real Property have been carried out in compliance with the material rights of third parties and, in all material respects, with the applicable building and zoning laws and regulations (the "Building and Zoning Laws"), the relevant building licenses and with any other necessary administrative authorization;
(vi) All material construction permits, licenses and other authorizations relating to the Owned Real Property have been obtained in accordance with all applicable Building and Zoning Laws and consequently are valid and effective;
(vii) The Owned Real Property is in all material respects in compliance with town planning, health and safety, safety at place of work and fire prevention laws and regulations and Seller has no ELN Company has leased knowledge of any structural defect of the Owned Real Property likely to materially affect the operation of the Cables Business as currently conducted. The use classification of the Owned Real Property lawfully allows its use for the carrying out of the activities of the Cable Business.
(viii) The Owned Real Property is served by drainage, water, electricity and gas services all of which are connected to the mains and, to Seller's knowledge, said utilities are in good working condition, subject to normal wear and tear.
(ix) All easements necessary for the conduct of business on the Owned Real Property have been obtained by the Seller and shall not be terminated as landlord) any portion a result of the transfer of the Owned Real Property to any Personthe Subsidiary.
(dx) Except as set forth in Schedule 3.22On the Closing Date, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or and subject to the Knowledge of the Seller, threatened expropriation representations or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives warranties with respect to the Owned Real Property that would individually or in given hereabove, the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially will be transferred to the Subsidiary on an "as it has been carried on in is" basis (en l'etat) ; therefore neither SAFRAN nor the past.
(j) Except as Seller makes any representations or warranty related thereto other than those set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Propertythis Section 6.11.1.
Appears in 1 contract
Owned Real Property. (aSchedule 4.17(b) Schedule 3.15(a) sets out the municipal address and contains a complete and accurate legal description list of all each Facility comprising the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
. Seller owns the Owned Real Property with good, marketable and insurable title subject only to the matters permitted by the following. None of the Owned Real Property is subject to any rights of way, building use restrictions, exceptions, easements, variances, reservations, or limitations of any nature except (a) liens for current taxes not yet due, or (b) The applicable ELN Company has minor imperfections of title, if any, none of which is substantial in amount, detracts from the exclusive right to possess, value or impairs the use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free or impairs the operations of the Seller, and clear zoning Laws and other land use restrictions that do not impair the present use of all Liens except Permitted Liens.
the property subject thereto, or (c) Except as set forth in Schedule 3.15(cthe existing title insurance policies or commitments and ALTA surveys. Except as disclosed in the title commitments and as shown on ALTA surveys neither the whole nor any portion of any of the Facilities has been condemned, requisitioned or otherwise taken by any public authority and no notice of any such condemnation, requisition or taking has been received by Seller. Seller has not received written notice of non-compliance with any applicable Laws or any zoning laws relating to its use of the Purchased Real Property that has not been cured. No notice of the violation of any such Law or private restriction has been received by the Seller. The Owned Real Property, the real property subject to the Savannah Airport Lease and the real property subject to the Smyrna Sublease (the "Purchased Real Property"), none and the improvements, buildings and structures thereon (the "Improvements"), (a) constitute all of the ELN Companies have granted real property used by the Seller in the conduct of the Business and (b) may continue to be used after the Closing for the operation of the Business as currently operated by the Seller. To the Seller's Knowledge, there are no pending, threatened, or contemplated condemnation, expropriation or other Proceedings (nor to Seller's Knowledge is there any Person basis for any right such action) affecting the Purchased Real Property, or any part thereof, or of first refusalany assessments made or, to Seller's Knowledge, threatened with respect to the Purchased Real Property or any part thereof, or of any sales or other disposition of the Purchased Real Property, or any part thereof, in lieu of condemnation. The Seller does not own or hold, and is not obligated under or a party to, any option, right of first opportunityrefusal or other contractual right to purchase, option acquire, sell or similar rights dispose of the Purchased Real Property, or any portion thereof or interest therein. To Seller's Knowledge, and except as disclosed, all of the Improvements are structurally sound and are free from material and overt defects, in need of material repairs relating to purchase pest infestation or material damage. Except as disclosed in title commitments provided to Buyer, no Improvement encroaches upon any other real property, and there are no encroachments by other buildings or improvements onto the Purchased Real Property. All of the Purchased Real Property and all of the Improvements are serviced by all utilities, including water, sewage, gas, electricity and telephone based on the Seller's current use of the Purchased Real Property and the Improvements. All of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c)is accessible by public roads and, to the Seller's Knowledge, no ELN Company has leased (as landlord) any portion fact or condition exists that would result in the termination of the current access from the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the presently existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry highways and roads adjoining or situated on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To . The Seller does not owe any money to any architect, contractor, subcontractor or materialmen for labor or materials performed, rendered or supplied to or in connection with the Knowledge Purchased Real Property, and there is no construction or other improvement work being done at nor are there any construction or other improvement materials being supplied to the Purchased Real Property. The Seller has not received information or notice from any insurance company or board of fire underwriters requesting the Seller, there are no pending performance of any work or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives alteration with respect to the Owned Purchased Real Property.
(i) Neither , or requiring an increase in the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect insurance rates applicable to the Owned Purchased Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any outside of the Owned Real Propertyordinary course of the Bushiness.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Standex International Corp/De/)
Owned Real Property. (aSchedule 3.1(i) Schedule 3.15(a) sets out the municipal address and a complete and contains an accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and . Seller has good and marketable legal and beneficial marketable, fee simple, title in fee simple toand to the Owned Real Property. Seller has sufficient title to such easements, all rights of way and other rights appurtenant to each of the Owned Real PropertyProperties as are necessary to permit ingress and egress to and from the Owned Real Property to a public way, free and clear the improvements on the Owned Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of all Liens except Permitted Liens.
(c) the Seller operated thereon to be operated in the ordinary course. To the Knowledge of Seller, there is no pending condemnation or similar proceeding affecting the Owned Real Property or any portion thereof, and to the Knowledge of Seller, no such action is threatened. Except as set forth in on Schedule 3.15(c3.1(i), none the improvements located on the Owned Real Property are in sufficiently good condition (except for ordinary wear and tear) to allow the business of the ELN Companies have granted Seller to be operated in the ordinary course and there has been no damage to such improvements that affects the conduct of such business in any Person material respect that has not been repaired or remedied. Except as set forth on Schedule 3.1(i), there are no lessees or tenants at will in possession of any right portion of first refusalany of the Owned Real Property other than Seller, right of first opportunitywhether as lessees, option tenants at will, trespassers or similar rights to purchase otherwise. Except as set forth on Schedule 3.1(i), no present zoning, building or other federal, state or municipal law, ordinance, regulation or restriction is violated in any material respect by the continued maintenance, operation or use of the Owned Real Property or any tract or portion thereof or interest therein or any part thereofin its present manner. Except as set forth in Schedule 3.15(c)To the Knowledge of Seller, no ELN Company has leased (as landlord) any portion the current use of the Owned Real Property to and all parts thereof does not violate any Person.
(d) Except as set forth in Schedule 3.22, none restrictive covenants of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to record covering any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property . All necessary licenses by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives Entity with respect to the Owned Real Property that would individually or have been obtained, have been validly issued and are in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the pastfull force and effect.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 1 contract
Owned Real Property. (a) Schedule 3.15(a10.9.1(a) sets out the municipal address and forth a complete and accurate legal description of all the each parcel of real property used in the Business and owned by an ELN Company the Companies (the “Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c10.9.1(b), none the Companies have unencumbered and marketable title to, and are in possession of, all Owned Real Property, including the buildings, structures, fixtures and improvements situated thereon and appurtenances thereto. The restrictions listed on Schedule 10.9.1(b) are not violated in any way, including, without limitation, by any existing improvements on the Owned Real Property and except as disclosed and/or as a result of law or administrative regulations (e.g. urban preemption right or the like administrative regulation), such restrictions do not grant any Third Party an option or right to acquire or lease all or a portion of the ELN Owned Real Property or materially or adversely affect the right to own, use or operate the Owned Real Property substantially as currently used. Any restriction resulting from law or administrative regulations as above mentioned does not affect the rights to use and operate the Owned Real Properties. All administrative regulations of any kind pertaining to the Companies and/or the Business’ real property have granted been complied with in all material respects. The Owned Real Property and the Leased Real Property referred under Article 10.10, constitutes all real property used or occupied by the Companies in connection with the Business and is not hindered by any kind of restrictions administrative or contractual or otherwise other than those specified in Schedule 10.9.1 (b) or Schedule 10.10.1.
10.9.2 With respect to the Owned Real Property and the Leased Real Property, (i) no portion thereof is subject to any Person pending condemnation proceeding or proceeding by any public or quasi-public authority and, to the Best Knowledge of the Sellers, there is no threatened condemnation or proceeding with respect thereto; (ii) the physical condition of the Owned Real Property and the Leased Real Property is sufficient to permit the conduct of the Business as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course; (iii) except as disclosed in Schedule 10.9.2, there are no contracts, written or oral, to which the Companies or any Affiliate thereof in connection with the Business, is a party, granting to any party or parties (other than the Companies) the right of first refusaluse or occupancy of any portion of the parcels of the Owned Real Property or the Leased Real Property; (iv) except as disclosed in Schedule 10.9.2, right there are no parties (other than the Companies (or its lessees disclosed pursuant to paragraph (iii) above) in possession of first opportunitythe Owned Real Property and/or Leased Real Property and (v) no notice of any material increase in the assessed valuation of the Owned Real Property or the Leased Real Property and no notice of any contemplated special assessment has been received from any relevant authority by any Company and to the Knowledge of the Sellers, option there is no threatened increase in assessed valuation or similar rights threatened special assessment pertaining to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion the Leased Real Property.
10.9.3 A loss of that certain easement for ingress and egress affecting the Owned Real Property located in Carlstadt, New Jersey, (as more particularly described in that certain deed dated July 19, 1974 and recorded in Bergen County Clerk’s office at Book 5921 page 87 and that certain deed dated May 6, 1976 and recorded in Bergen County Clerk’s office at Book 6118, page 208) will not prevent legal ingress and egress by way of an existing entrance on the northwest boundary from Commercial Avenue to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the such Owned Real Property with located in Carlstadt, New Jersey by trucks for loading and unloading purposes, and any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the pastother vehicles.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 1 contract
Sources: Shares and Assets Sale and Purchase Agreement (Cadbury Schweppes Public LTD Co)
Owned Real Property. (aSchedule 3.1(i) Schedule 3.15(a) sets out the municipal address and a complete and contains an accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and . Seller has good and marketable legal and beneficial marketable, fee simple, absolute title in fee simple toand to the Owned Real Property. Seller has sufficient title to such easements, all rights of way and other rights appurtenant to each of the Owned Real PropertyProperties as are necessary to permit ingress and egress to and from the Owned Real Property to a public way, free and clear the improvements on the Owned Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of all Liens except Permitted Liens.
(c) the Seller operated thereon to be operated in the ordinary course. There is no pending condemnation or similar proceeding affecting the Owned Real Property or any portion thereof, and to the Knowledge of Seller, no such action is threatened. Except as set forth in on Schedule 3.15(c3.1(i), none the improvements located on the Owned Real Property are in sufficiently good condition (except for ordinary wear and tear) to allow the business of the ELN Companies have granted Seller to be operated in the ordinary course and there has been no damage to such improvements that affects the conduct of such business in any Person material respect that has not been repaired or remedied. Except as set forth on Schedule 3.1(i), there are no lessees or tenants at will in possession of any right portion of first refusalany of the Owned Real Property other than Seller, right of first opportunitywhether as lessees, option tenants at will, trespassers or similar rights to purchase otherwise. Except as set forth on Schedule 3.1(i), no zoning, building or other federal, state or municipal law, ordinance, regulation or restriction is violated in any material respect by the continued maintenance, operation or use of the Owned Real Property or any tract or portion thereof or interest therein or any part thereofin its present manner. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion The current use of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.and all parts thereof does not violate
Appears in 1 contract
Owned Real Property. (a) Schedule 3.15(a5.9(a) to the Disclosure Letter sets out the municipal address and of the Facility, a complete and accurate registrable legal description of all of the real property used Owned Lands and the names of all Relevant Affiliates holding any interest in the Business and owned by an ELN Company (“Owned Real Property”). The Relevant Affiliates set out on Schedule 5.9(a) to the Disclosure Letter have good, valid and marketable title to the Owned Real Property free and clear of all Encumbrances except Permitted Encumbrances.
(b) The applicable ELN Company has the exclusive right to possess, present use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real PropertyProperty is in all material respects in conformity with all applicable Laws, free including, without limitation, all applicable zoning laws, ordinances and clear regulations and with all registered deeds, restrictions of record or other agreements affecting such Owned Real Property (including all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(cEncumbrances), none and to the Knowledge of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase Seller there is no proposed change thereto that would so affect any of the Owned Real Property or the use thereof, nor any interest therein or any part violation thereof. Except as set forth in Schedule 3.15(c), There exists no ELN Company has leased (as landlord) Legal Proceedings with any portion of regulatory authority or other person relating to the Owned Real Property or the activities conducted thereon. Since ***, no damage or destruction has occurred with respect to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending have a Material Adverse Effect whether or not covered by an enforceable insurance policy. Seller and its Affiliates have not received any notification of any and, to the Knowledge of the Seller, threatened expropriation Seller there are no material outstanding or condemnation proceedings incomplete work orders or deficiency notices relating to any of the Owned Real Property.
(c) The Improvements on the Owned Lands are located wholly within the boundaries of the Owned Lands (and within the mandatory set-back from such lot lines established by zoning ordinances or otherwise, except as set forth in the Certificate of Location attached hereto as Schedule 5.9(c) to the Disclosure Letter) and do not encroach upon any easement or right of way affecting the Owned Lands. There is no encroachment onto the Owned Lands by buildings or improvements from any adjoining lands.
(d) The Improvements on the Owned Lands are in good condition and repair, and are suitable and adequate for the operation of the Business subject to reasonable wear and tear.
(e) All Taxes with respect to the Owned Real Property and the Facility that are due have been paid in full, and there are no local improvement charges or special levies outstanding in respect of the Owned Real Property nor has Seller or any of its Relevant Affiliates received any written notification of any proposed local improvement charges or special levies that would affect the Owned Real Property.
(f) The Owned Lands are served by all utilities and other services required for the operation of the Business and such utilities and services are sufficient for the operation of the Facility as the same is currently operated.
(g) The Owned Lands have full and free legally enforceable access to and from public roadways, which access is sufficient for the purposes of the operation of the Business.
(h) The Owned Lands are zoned so as to permit their current use for industrial buildings and office buildings with related parking facilities. Since ***, the Facility has passed all inspections by all Governmental Authorities having jurisdiction over it.
(i) Except as set forth in Schedule 5.9(i) to the Disclosure Letter, neither Seller nor any of its Affiliates has leased or otherwise granted to any Person (other than pursuant to this Agreement) any right to occupy or possess or otherwise encumber any portion of the Owned Real Property or given notice to any Third Party of their intent to do the same.
(j) Neither Seller nor any of its Affiliates is a party to or obligated under any option, right of first refusal or other contractual right to sell or dispose of any of the Owned Real Property, or any portion thereof or interest therein, to any Person (other than pursuant to this Agreement).
(k) To the Knowledge of the Seller, there are no expropriation or condemnation proceedings pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To Lands, and, to the Knowledge of the Seller, there are no outstanding judgmentsexpropriation or condemnation proceedings threatened or proposed against the Owned Lands.
(l) All requisite certificates of occupancy and other permits or approvals required with respect to the Improvements and the occupancy and use thereof have been obtained and are currently in effect.
(m) Prior to the date of this Agreement, writs and provided such documents are in the possession of executionSeller or any Affiliate of Seller or any of their respective representatives or agents (or for which Seller or any Affiliate of Seller or any of their respective representatives or agents have the right to deliver), seizuresSeller has delivered to, injunctions or directives made available for review by, Purchasers true and correct copies of all deeds, mortgages, surveys, certificates of location, title opinions and reports on title, licenses, title insurance policies, permanent certificates of occupancy, or equivalent documentation with respect to the Owned Real Property.
(i) Neither , appraisals, valuations or other information evidencing the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any market value of the Owned Real Property, any reports or findings relating to building inspections, roof conditions, structural elements, services or other physical condition of the Improvements and Owned Real Property, material evidencing Encumbrances and Appurtenances, materials relating to notices of violation or deficiency notices affecting the Owned Real Property and other documents relating to or affecting the title to the Owned Real Property, and all of the same are identified on Schedule 5.9(m) to the Disclosure Letter. To the Knowledge of Seller, none of the documents identified on such Schedule 5.9(m) and delivered to Purchasers has been amended or rescinded.
(n) All material Appurtenances necessary for the continued use and operation of the Owned Real Property for the Business are listed in Schedule 5.9(a) to the Disclosure Letter and none of the contracts creating or governing such material Appurtenances requires the consent of any other party to the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Valeant Pharmaceuticals International, Inc.)
Owned Real Property. (a) Schedule 3.15(a) sets out The Seller owns fee simple title to the municipal address Owned Real Property free and a complete and accurate legal description clear of all the Encumbrances other than Permitted Encumbrances. The Owned Real Property constitutes all real property used in owned by the Seller and occupied by the Business and owned by an ELN Company (“Unit. Q-Tech does not own any real property. With respect to each parcel of Owned Real Property”).:
(bi) The applicable ELN Company has the exclusive right There are no outstanding options or rights of first refusal to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of purchase or lease the Owned Real Property, free and clear or any part or any interest therein, by or through Seller, other than the Permitted Encumbrances. There are no existing leases, tenancies or other rights of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of occupancy affecting the Owned Real Property or any interest therein or any part thereofProperty, other than the Permitted Encumbrances. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or or, to the Knowledge of the Seller’s knowledge, threatened expropriation condemnation, taking, or condemnation like proceedings relating to affecting in any material manner any part of the Owned Real Property.
(gii) To the Knowledge of the SellerExcept with respect to Environmental Matters and Environmental Laws, there which matters are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the addressed exclusively in Section 4.20 hereof:
(A) The Owned Real Property by a Governmental Authorityis in material compliance with all applicable Laws, including municipal, building, fire and zoning laws and ordinances.
(hB) To the Knowledge of There is no Action pending or, to the Seller’s knowledge, there are no outstanding judgments, writs of execution, seizures, injunctions or directives threatened against the Seller with respect to the Owned Real Property, or any interest therein.
(iC) Neither The Owned Real Property and the Company nor operation of the Business Unit thereon do not violate in any material respect any restrictive covenant affecting the Owned Real Property.
(D) The Seller has not received notices any written notice or order or other written communication from any Governmental Authority of having jurisdiction requiring any material work orders or directives or notices of deficiency capable of resulting in work orders or directives to be performed with respect to the Owned Real Property that would individually or has not been performed.
(E) The Seller has not received any written notice concerning local improvements planned by a Governmental Authority that may result in material assessments being levied against the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the pastimmediate future.
(jiii) Except No materials have been supplied, or improvements made, relative to the Owned Real Property or the buildings or improvements thereon under agreements made by Seller (A) for which payment has not been made in full or (B) which will be paid in accordance with normal trade terms, all of which will be reflected on the Closing Balance Sheet.
(iv) The Owned Real Property has adequate rights of ingress and egress for the operation of the Business Unit as set forth in Schedule 3.15(j)currently conducted.
(v) To the Seller’s knowledge, neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of improvements on the Owned Real Property, in all material respects are in adequate working order for the conduct of the Business as currently conducted, ordinary wear and tear excepted.
Appears in 1 contract
Owned Real Property. (a) Schedule 3.15(a) sets out the municipal address and 3.13 contains a complete and accurate legal description correct list of all of the real property (other than Leased Real Property (hereinafter defined)) used in connection with the Business and owned by an ELN Company (“Owned together with the Related Land, the "Real Property”").
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c)3.13 and except for Permitted Encumbrances, no ELN Company has leased (as landlord) any portion the Companies have good and marketable fee simple title to all of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22Property, none of including the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that wouldbuildings, in the aggregatestructures and other improvements located thereon, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning free and clear of any of Encumbrances. Without limiting the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Sellerforegoing, there are no outstanding options or rights of first refusal or first offer to purchase the Real Property, or any portion thereof or interest therein. Except as disclosed in Schedule 3.13(a), there are no eminent domain (which term, as used herein, shall include other compulsory acquisitions or takings by Governmental Authority) proceedings pending or proposed assessmentsor, capital charges or levies assessed or to be assessed the knowledge of Shareholders, threatened against any Real Property or any material portion thereof which proceedings (if resulting in a taking of the Owned any Real Property by a Governmental Authority.
(h) To could have a material adverse effect on the Knowledge use or value of such Real Property as now used by the SellerCompanies. Shareholders have delivered or caused to be delivered to Buyer, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither , true and correct copies of any title insurance commitments, title insurance policies and surveys in the Company nor possession of Shareholders or the Seller Companies. Except as disclosed in Schedule 3.13(a), none of Shareholders or the Companies has received notices any notice from any Governmental Authority of any work orders zoning, land use, building, fire or directives health code or notices other legal violation in respect of deficiency capable of resulting in work orders any Real Property, other than violations which have been corrected or directives with respect to the Owned Real Property that would which could not, individually or in the aggregate materially adversely affect the ability to carry aggregate, have a material adverse effect on the Business upon the relevant Owned use or value of such Real Property substantially as it has been carried on now used in the past.
Business. Each Real Property is adequate (j) Except as set forth in Schedule 3.15(j)from both a legal and a physical perspective, neither the Seller nor any ELN Company has received notice of any claims for construction liens including, without limitation, with respect to work compliance with recorded agreements affecting the Real Property and listed in Schedule 3.13(a), but only to the extent compliance with such agreements is the responsibility of Shareholders or services performed the Companies under the terms of such agreements) for the use now made thereof in the Business, except for such inadequacies as could not, individually or materials supplied in connection with any the aggregate, have a material adverse effect on the use of such Real Property as now used in the Owned Real PropertyBusiness.
Appears in 1 contract
Owned Real Property. (a) Schedule 3.15(a) The attached “Owned Real Property Schedule” sets out the municipal address and forth a true, complete and accurate legal description correct list of (i) all the real property used in owned as of the Business and owned date hereof by an ELN the Company (all such property, the “Owned Real Property”, and, together with the Leased Real Property, the “Real Property”).
, and (bii) each street address applicable to such Owned Real Property. The applicable ELN Company has made available to the exclusive right to possessPurchaser true, use complete and occupycorrect copies of all deeds and other instruments (as recorded) by which the Company acquired such Owned Real Property, and copies of all title insurance policies (together with copies of any documents of recorded listed as exceptions on such policies), opinions, abstracts, surveys, third-party environmental reports, zoning reports, property condition reports, or other similar reports, in each case, to the extent in the possession or control of the Company and relating to the Owned Real Property. The Company has good and marketable legal and beneficial valid title in fee simple to, to all of the Owned Real Property, Property free and clear of all Liens except Liens, other than Permitted Liens.
(c) Except as set forth . The Company has no Liabilities arising from or in Schedule 3.15(c)connection with those real properties that have been disposed of by the Company, none except for any Liability that would not, individually or in the aggregate, reasonably be expected to be material to the Company. The Company has not received notice of any proposed condemnation or eminent domain proceeding and, to the ELN Companies have granted Company’s Knowledge, there is no condemnation or eminent domain proceeding threatened, with respect to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereofProperty. Except as set forth on the “Owned Real Property Schedule,” all buildings, structures, fixtures and other improvements included in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion of the Owned Real Property (i) are in all material respects structurally sound, in good operating condition and repair (ordinary wear and tear excepted), free from latent and patent defects, and suitable for the purposes for which they are currently being used and for the operation of the Business, and have been maintained in all material respects in accordance with normal industry practice, and (ii) comply in all material respects with all applicable Laws, including those pertaining to health and safety, zoning, building and construction requirements and the disabled. There are no options, rights of first refusal, rights of first offer, or first opportunity rights or other similar rights with respect to any Person.
(d) portion of any Owned Real Property. Except as set forth would not reasonably be expected to be, individually or in Schedule 3.22the aggregate, none of material to the ELN Companies Company, (A) there is no breach or default by any party under any easements or restrictive covenants affecting any Owned Real Property which breach or default has not yet been cured, (B) the Company has not received any notice of non-compliance of the existing uses of any default under any easements or restrictive covenants affecting the Owned Real Property which default has not yet been cured, and (C) there does not exist any condition or event that with the lapse of time or the giving of notice, or both, would constitute such a breach or default under any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor easements or restrictive covenants affecting any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 1 contract
Owned Real Property. (aA) Schedule 3.15(a) sets out the municipal address and a complete and accurate legal description With respect to any agreements, arrangements, contracts, leases, licenses, covenants, conditions, deeds, deeds of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possesstrust, use and occupyrights-of-way, easements, mortgages, restrictions, surveys, title insurance policies, and has good and marketable legal and beneficial other documents granting to Seller title to or an interest in fee simple to, all of or right with respect to the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in disclosed on Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c3.12(2)(A), no ELN Company breach or default by Seller exists, and no event has leased (as landlord) any portion occurred that, with the giving of notice, the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22lapse of time, none or both, would constitute a breach or event of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the default by Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the SellerSelling Parties, threatened expropriation or condemnation proceedings relating to by any of the Owned Real Propertyother person.
(gB) To Seller is not subject to any Pending or, to the Knowledge of Selling Parties, threatened proceeding or other fact or condition that is reasonably likely to limit or result in the Seller, there are no pending or proposed assessments, capital charges or levies assessed or termination of necessary access to be assessed against any of the Owned Real Property by a Governmental Authorityfrom public highways, streets, or roads.
(hC) To Selling Parties have not received any written notice from any Governmental Authority of any Pending or threatened condemnation, eminent domain, or similar proceeding with respect to the Owned Real Property and none is Pending or, to the Knowledge of the SellerSelling Parties, there are no outstanding judgments, writs of execution, seizures, injunctions or directives threatened with respect to the Owned Real Property.
(D) Any buildings or improvements on the Owned Real Property to the extent installed or constructed by Seller are in compliance with all Laws in all material respects and do not violate, (i) Neither any set-back, (ii) zoning Law or other governmental restriction in the Company nor nature thereof, or (iii) any restrictive covenant affecting any such Owned Real Property.
(E) To the Seller has received notices Knowledge of Seller, there are no parties in possession of any portion of the Owned Real Property as lessees, tenants at sufferance, or trespassers.
(F) There are no material unpaid charges, debts, or Liabilities arising from the construction, occupancy, ownership, use, or operation of the Owned Real Property by Seller.
(G) No Owned Real Property is subject to any condition or obligation to any Governmental Authority or other person requiring the owner or any transferee thereof to donate land, money or other property or to make off-site public improvements, other than as disclosed in the Reports or contained in the Land Use Entitlements.
(H) No developer-related fees, charges, community development district assessments, or other assessments for public improvements or otherwise made against the Owned Real Property or any lots included therein are due and unpaid, or will become due in the future, including without limitation those for construction of any work orders or directives or notices sewer lines, water lines, storm drainage systems, electric lines, natural gas lines, and streets (including perimeter streets), roads and curbs, other than as may be required in the ordinary course of deficiency capable of resulting in work orders or directives with respect completing such project.
(I) There is no moratorium applicable to the Owned Real Property that would individually on (i) the issuance of building Permits for the construction of houses, or certificates of occupancy therefor, or (ii) the purchase of sewer or water taps. (J) Schedule 3.12(2)(J) sets forth a list of all soil reports in Seller’s possession relating to the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned and Contracted Real Property. To the Knowledge of Seller, the soil reports are correct and complete.
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Owned Real Property. Except as set forth on Schedule 4.8, (a) Schedule 3.15(aeach of the Owned Real Property includes the right of ingress and egress (legal and practical) sets out over public rights-of-way or valid and existing private easements of perpetual duration; (b) all sewer and other utility services to each of the municipal address Owned Real Property necessary for operation of the Facility as currently operated by the Seller are available, have been completed, installed and paid for (and all connections for such services are paid for), and all such services enter such property through adjoining public streets, or if they pass through adjoining private lands, they do so in accordance with valid public or private easements; (c) the Seller is and has at all times been in compliance with all applicable Laws relating to zoning and land use and to Seller’s Knowledge, to building codes (including having obtained necessary permits and certificates of occupancy) in respect of any of the Owned Real Property (and the Seller’s current use of such properties does not constitute a complete nonconforming use) and accurate legal description in material compliance with all covenants and other restrictions applicable to any of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
; (bd) The the Seller has not received any written Notice from any Governmental Entity alleging a violation of applicable ELN Company Law or of the covenants or other restrictions set forth in clause (c) of this Section 4.8 which remains outstanding and would be material; and (e) the Seller has the exclusive right to possess, use and occupynot received written Notice of, and has good and marketable legal and beneficial title in fee simple tothere is no pending or, all to the Seller’s Knowledge, contemplated: (i) condemnation or eminent domain proceeding affecting any of the Owned Real Property, free and clear (ii) proposal or other consideration for increasing the assessed value of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none any of the ELN Companies have granted to any Person any right of first refusalOwned Real Property for state, right of first opportunitycounty, option local or other ad valorem or similar rights Taxes, (iii) any Proceedings or public improvements that would be reasonably expected to purchase result in the levy of any special Tax or assessment against any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlordiv) any portion civil or administrative Proceeding challenging any use or operation of the Owned Real Property to any PersonFacility.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
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Owned Real Property. (a) Schedule 3.15(a10.9.1(a) sets out the municipal address and forth a complete and accurate legal description of all the each parcel of real property used in the Business and owned by an ELN Company the Companies (the “Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c10.9.1(b), none the Companies have unencumbered and marketable title to, and are in possession of, all Owned Real Property, including the buildings, structures, fixtures and improvements situated thereon and appurtenances thereto. The restrictions listed on Schedule 10.9.1(b) are not violated in any way, including, without limitation, by any existing improvements on the Owned Real Property and except as disclosed and/or as a result of law or administrative regulations (e.g. urban preemption right or the like administrative regulation), such restrictions do not grant any Third Party an option or right to acquire or lease all or a portion of the ELN Owned Real Property or materially or adversely affect the right to own, use or operate the Owned Real Property substantially as currently used. Any restriction resulting from law or administrative regulations as above mentioned does not affect the rights to use and operate the Owned Real Properties. All administrative regulations of any kind pertaining to the Companies and/or the Business’ real property have granted been complied with in all material respects. The Owned Real Property and the Leased Real Property referred under Article 10.10, constitutes all real property used or occupied by the Companies in connection with the Business and is not hindered by any kind of restrictions administrative or contractual or otherwise other than those specified in Schedule 10.9.1 (b) or Schedule 10.10.1.
10.9.2 With respect to the Owned Real Property and the Leased Real Property, (i) no portion thereof is subject to any Person pending condemnation proceeding or proceeding by any public or quasi-public authority and, to the Best Knowledge of the Sellers, there is no threatened condemnation or proceeding with respect thereto; (ii) the physical condition of the Owned Real Property and the Leased Real Property is sufficient to permit the conduct of the Business as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course; (iii) except as disclosed in Schedule 10.9.2, there are no contracts, written or oral, to which the Companies or any Affiliate thereof in connection with the Business, is a party, granting to any party or parties (other than the Companies) the right of first refusaluse or occupancy of any portion of the parcels of the Owned Real Property or the Leased Real Property; (iv) except as disclosed in Schedule 10.9.2, right there are no parties (other than the Companies (or its lessees disclosed pursuant to paragraph (iii) above) in possession of first opportunitythe Owned Real Property and/or Leased Real Property and (v) no notice of any material increase in the assessed valuation of the Owned Real Property or the Leased Real Property and no notice of any contemplated special assessment has been received from any relevant authority by any Company and to the Knowledge of the Sellers, option there is no threatened increase in assessed valuation or similar rights threatened special assessment pertaining to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion the Leased Real Property.
10.9.3 A loss of that certain easement for ingress and egress affecting the Owned Real Property located in Carlstadt, New Jersey, (as more particularly described in that certain deed dated July 19, 1974 and recorded in Bergen County Clerk’s office at Book 5921 page 87 and that certain deed dated May 6, 1976 and recorded in Bergen County Clerk’s office at Book 6118, page 208) will not prevent legal ingress and egress by way of an existing entrance on the northwest boundary from Commercial Avenue to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the such Owned Real Property with located in Carlstadt, New Jersey by trucks for loading and unloading purposes, and any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulationsother vehicles. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.49
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Owned Real Property. (aSet forth in Section 4.20(b) Schedule 3.15(a) sets out of the municipal address Company Disclosure Letter is a true, correct and a complete list of the addresses and accurate legal description recorded property descriptions of all of the Company’s right, title and interest in real property used in the Business and owned by an ELN the Company as of the date of this Agreement (such real property, together with any buildings, structures and improvements located thereon, and any other real property interests pertaining thereto, the “Owned Real Property”).
. Except as set forth in Section 4.20(b) of the Company Disclosure Letter, with respect to such Owned Real Property: (bi) The applicable ELN the Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in valid fee simple to, all of title to the Owned Real Property, Property free and clear of all Liens except (other than Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none (ii) as of the ELN Companies have granted date of this Agreement there is no condemnation, expropriation or other like proceeding in eminent domain pending or, to the Knowledge of the Company, threatened, against any Person Owned Real Property or any right portion thereof or of first refusal, right of first opportunity, option any sale or similar rights to purchase any other disposition of the Owned Real Property or any interest therein or any part thereof. Except as set forth thereof in Schedule 3.15(c), no ELN Company has leased lieu of condemnation and (as landlordiii) any portion of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the SellerCompany, the current uses as of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor date of this Agreement, there is no other proceeding relating to any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially and adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending current use or to the Knowledge possession of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) . To the Knowledge of the SellerCompany, there the Company has sufficient title to such easements, rights of way and other rights appurtenant to each Owned Real Property as are no pending or proposed assessments, capital charges or levies assessed or necessary to be assessed against any of permit ingress and egress to and from the Owned Real Property by to a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the public way. The Owned Real Property that would individually or in and the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Leased Real Property substantially as it has been carried on in is all the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims real property used or held for construction liens with respect to work or services performed or materials supplied use in connection with any the operation of the Owned Real Propertybusiness of the Company in the ordinary course.
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Sources: Equity Purchase Agreement (Nci Building Systems Inc)
Owned Real Property. (ai) Section 4.15(a)(i) of the Company Disclosure Schedule 3.15(a) sets out the municipal address and forth a complete and accurate legal description list of the address of each Owned Real Property. The Leased Real Property and Owned Real Property constitute all of the real property used in owned, leased or occupied by the Business Company and owned by an ELN Company (“Owned Real Property”).
(b) its Subsidiaries. The applicable ELN Company has the exclusive right made available to possessParent true, use complete and occupyaccurate copies of any and all deeds, and has good and marketable legal and beneficial title in fee simple to, all insurance policies or title reports evidencing ownership of the Owned Real Property, free and clear together with copies of all Liens except the most recent surveys of the same, in each case, obtained by the Company or in the Company’s possession. Except for Permitted Liens.
, with respect to each Owned Real Property: (cA) Except as set forth in Schedule 3.15(c), none the Company or a Subsidiary of the ELN Companies have Company, as applicable, has good, valid and marketable fee simple title to each parcel of Owned Real Property; (B) the Company or a Subsidiary of the Company, as applicable, has not leased or otherwise granted to any Person any the right of first refusal, right of first opportunity, option to use or similar rights to purchase any of the occupy such Owned Real Property or any interest therein portion thereof; and (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any part portion thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlordSection 4.15(a)(i) any portion of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company is a party to any agreement or option to purchase any real property or interest therein. As of the date hereof, there exists no pending or, to the Knowledge of the Company, threatened condemnation, requisition or taking by any Governmental Authority with respect to any Owned Real Property to any PersonProperty.
(dii) Except as set forth in Schedule 3.22would not be or reasonably be expected to be, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, individually or in the aggregate, materially adversely affect material to the ability to carry on the Business upon the Company and its Subsidiaries, taken as a whole, no Owned Real Property substantially as it has been carried on or Leased Real Property or any interest of the Company or any Company Subsidiary in any Owned Real Property or Leased Real Property is subject to any outstanding agreement of sale, transfer or lease (other than any tenant lease) or any option or any other right of any Person to acquire any interest therein that was granted by the pastCompany or any Subsidiary of the Company.
(eiii) To the Knowledge of the SellerCompany, the current uses of buildings, fixtures and other improvements on the Owned Real Property are permitted under current zoning regulations. Neither (and the Seller nor any ELN Company has a current application for a re-zoning Leased Real Property, in the case of any Leased Real Property which is subject to a so-called “net” lease) are in good operating condition, working order and repair, ordinary wear and tear excepted, and suitable for the purpose for which they are being used by the Company or a Subsidiary of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially Company, as it has been carried on applicable, except in the past.
(f) There are no pending or to the Knowledge of the Sellereach case, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied such repairs and improvements being effected in connection with any of the Owned Real Propertycapital expenditures and maintenances contemplated in the Approved Budget.
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