Owned Real Property. Section 5.13 of the Disclosure Schedule contains a full, complete and accurate list of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property: (a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property; (b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect; (c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule; (d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property; (e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and (f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl Resources Inc)
Owned Real Property. Section 5.13 3.12 of the Company Disclosure Schedule contains sets forth a full, complete list and accurate list the location of all real property that is currently owned by the Company or any Company Subsidiary or that is reflected as an asset of the property address Company or any Company Subsidiary on the consolidated balance sheet of all the Company and Company Subsidiaries as of February 28, 2005 included in the Company SEC Reports (the “Owned Real Property, along with ”). All improvements on the specific entity that owns each parcel of Owned Real PropertyProperty are in compliance with current building codes, except for violations that individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect. With respect to each piece of Owned Real Property:
(a) the The Company or the applicable Consolidated Subsidiaryand Company Subsidiaries, as listed on Section 5.13 of the Disclosure Schedulecollectively, has good and clear record and marketable hold fee simple title to such the Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (“Encumbrances”), other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending ormechanics’, carriers’, workers’, repairmen’s or other like liens arising or incurred in the ordinary course of business or in respect of liabilities that are not yet due or that are being contested in good faith; (ii) Encumbrances arising under original purchase price conditional sales contracts and Leases entered into in the ordinary course of business; (iii) liens for Taxes not yet due or for Taxes being contested in good faith for which adequate reserves have been made; (iv) all matters of record; (v) imperfections of title, including encumbrances, encroachments, easements, and covenants and restrictions, relating to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending orthat do not, to individually or in the Knowledge aggregate, materially impair the continued use and operation of the Company, threatened litigation property to which they relate; (vi) Encumbrances securing financing or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation credit arrangements existing as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwisedate hereof; and all Consolidated Subsidiary or Affiliate leases are completely (vii) any zoning, building and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options similar laws or rights of first refusal reserved to purchase, lease or use such Owned Real Property, or vested in any material portion thereof or interest therein; and
Governmental Entity (f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property“Permitted Encumbrances”).
Appears in 3 contracts
Sources: Merger Agreement (Juno Lighting Inc), Merger Agreement (Fremont Partners Lp), Merger Agreement (Square D Co)
Owned Real Property. Section 5.13 of (a) Seller will convey good and marketable title to the Disclosure Schedule contains a full, complete and accurate list of the property address of all Owned Real Property, along with free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the specific entity that owns each parcel Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable.
(b) Seller has not received any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. With respect .
(c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to each piece the Branches.
(d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property:Property or any portion thereof, and no such default or breach now exists.
(ae) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant materially affect or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Companylimit Purchaser’s or any Consolidated Subsidiary’s its successors’ or assigns’ use and enjoyment of the Owned Real Property for or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;sale and purchase contemplated hereby.
(cf) except as set forth on Section 5.13(c) To Seller’s knowledge, Seller has received no notice of the Disclosure Scheduleany default or breach by Seller under any covenant, there are no leasescondition, subleasesrestriction, licenses or agreements, written or oral, granting to any third party or parties the right of use way or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of easement affecting the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of thereof, and no such Owned Real Propertydefault or breach now exists.
Appears in 3 contracts
Sources: Purchase and Assumption Agreement (Legacy Bancorp, Inc.), Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc), Purchase and Assumption Agreement (NBT Bancorp Inc)
Owned Real Property. Section 5.13 3.19(a) of the Company Disclosure Schedule contains sets forth a fulltrue and complete list (including store number, complete if applicable, owner, street address and accurate list legal description, of the property address each property) of all the real property owned in fee simple by the Company or its Subsidiaries, consisting of land, together with all buildings, structures, improvements and fixtures located thereon, and all easements, rights of way, licenses, privileges, air rights and other rights and interests appurtenant thereto, which land is used primarily in connection with the business (the “Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property”). With respect to each piece of Owned Real Property:
(ai) the The Company or the applicable Consolidated Subsidiaryone of its Subsidiaries has good, as listed on Section 5.13 of the Disclosure Schedule, has good marketable and clear record and marketable insurable indefeasible fee simple title to the Owned Real Property free and clear of all Encumbrances, except Permitted Encumbrances. “Permitted Encumbrances” shall mean (i) Encumbrances disclosed on Section 3.19(a) of the Company Disclosure Schedule with respect to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c3.19(a) of the Company Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of Schedule sets forth all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances Encumbrances affecting the Owned Real Property;
; (eii) there Encumbrances for real property or ad valorem Taxes not yet delinquent, or which are no outstanding options or rights being contested in good faith by appropriate proceedings and for which sufficient amounts have been reserved; (iii) statutory Encumbrances arising by operation of first refusal Law with respect to purchasea liability that is not yet due and payable; (iv) any Laws, lease or use such Owned including zoning regulations and building codes, affecting the Real Property; (v) with respect to any Leased Real Property, all ground leases, mortgages, deeds of trust or any material portion thereof other encumbrances to which the underlying fee estate in such real property is subject; (vi) landlord liens for rent not yet due and payable; and (vii) existing easements, rights-of-way, restrictions, reciprocal easement agreements and other Encumbrances and matters which are either (A) currently of record, (B) could be disclosed by an ALTA survey, or interest therein; and
(fC) neither in respect of properties or assets of the Company nor any Consolidated Subsidiary has received notice ofand its Subsidiaries, and to taken individually or in the Knowledge of aggregate, are not material, or do not adversely affect the Companypresent or future value, there is no proposed occupancy, ownership, use or pending proceeding to change or redefine the zoning classification of all or any portion operations of such Owned Real Propertyproperties or assets.
Appears in 3 contracts
Sources: Merger Agreement (Gordmans Stores, Inc.), Merger Agreement (Gordmans Stores, Inc.), Merger Agreement (Gordmans Stores, Inc.)
Owned Real Property. Section 5.13 2.9(a) of the Seller Disclosure Schedule contains a fullLetter sets forth all real property and interests in real property owned by Parent or any of its Controlled Affiliates that are primarily used or intended to be used in, complete and accurate list of or otherwise related to the Business (including all real property address of all owned by the Transferred Subsidiaries) (the “Owned Real Property”) and all Owned Wellington Leasehold Improvements. Either Sellers or their Controlled Affiliates have good, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record valid and marketable fee simple title to such the Owned Real Property, Property and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard ratesall Owned Wellington Leasehold Improvements, free and clear of any Lien (all Liens other than Permitted Encumbrances)Liens and Liens that will be released at or prior to the Closing. Sellers have delivered to Buyer true and complete copies of all vesting deeds. Except as set forth on Section 2.9(a) of the Seller Disclosure Letter, easement(i) neither Sellers nor the Controlled Affiliates have leased, environmental liensubleased, environmental licensed or otherwise granted to any Person the right to use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair occupy the uses, occupancy or value of such Owned Real Property;
Property other than the right of Buyer pursuant to this Agreement; (bii) there are no outstanding agreements, options, rights of first offer or rights of first refusal to purchase any Owned Real Property or Owned Wellington Leasehold Improvements or any portion thereof or interest therein; and (iiii) there is no condemnation, expropriation or other proceeding in eminent domain pending or, to the Knowledge of the CompanySellers, threatened condemnation proceedings relating to such threatened, affecting any Owned Real PropertyWellington Leasehold Improvements, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 2 contracts
Sources: Securities and Asset Purchase Agreement (Triumph Group Inc), Securities and Asset Purchase Agreement (Aar Corp)
Owned Real Property. Section 5.13 of the Disclosure Schedule 1.13 contains a full, complete and accurate list of the property address of all Real Property owned by Seller ("Owned Real Property, along with ") and contains accurate and complete copies of preliminary title reports covering all of the specific entity that owns each parcel of Owned Real Property. With respect At the Closing, Seller has and will transfer to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has Buyer good and clear record and marketable fee simple title to such all Owned Real Property subject only to the following matters (the "Permitted Liens"): (i) liens for current taxes not yet due; (ii) Liens set forth on Schedule 1.13 (which will be removed on or before the Closing Date); and (iii) any other Liens and other matters affecting title to the Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair in the usessole judgment of Buyer (A) breach any covenant, occupancy representation or warranty of Seller in this Agreement, (B) adversely affect the use or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (iiC) pending or, render title to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for unmarketable, (D) constitute a Lien in the operation nature of its business a mortgage, deed of trust, UCC financing statement, monetary encumbrance or the value thereof], other similar Lien or (E) constitute a lease (other than such proceedingsthose Leases listed in Schedule 1.2 and any Leases pending or being negotiated by Seller with new tenants, claims but unconsummated prior to Closing Date), sublease or matters other occupancy agreement that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to gives any third party any right to occupy or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; Property. Seller enjoys peaceful and undisturbed possession of all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge be evidenced by Seller's delivery of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Propertytenant estoppel certificates.
Appears in 2 contracts
Sources: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Owned Real Property. Section 5.13 6.14(a) of the Caesars Disclosure Schedule contains a full, complete list and accurate list of the property address description of all Owned Real Property, along with and describes the specific entity that owns each parcel record owner thereof as of the date hereof.
(i) The Caesars Parties have made available to Growth Partners true and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property. With respect to each piece Property in the possession of Owned Real Property:any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule.
(aii) the The relevant Company Party or the applicable Consolidated Subsidiaryone of its Subsidiaries, as listed on Section 5.13 of the Disclosure Scheduleapplicable, has good holds valid and clear record and marketable insurable (at ordinary rates) fee simple title to such the Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (all Liens other than the applicable Permitted Encumbrances)Liens.
(iii) There are no Actions or unsatisfied Orders pending (or, easementto the Knowledge of the Caesars Parties, environmental lienovertly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not would be reasonably likely to materially impair the usesuse, occupancy or value ownership, improvement, development and/or operation of such any Owned Real Property;.
(biv) there There are no (i) pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the CompanyCaesars Parties, threatened condemnation proceedings relating with regard to such the Owned Real Property.
(v) To the Knowledge of the Caesars Parties, there are no material violations or alleged material violations of any Laws with respect to the Owned Real Property, (ii) pending or, including but not limited to zoning and the Americans with Disabilities Act matters. To the Knowledge of the CompanyCaesars Parties, threatened litigation there are no material inquiries, complaints, proceedings or administrative actions relating to such Owned Real Property or investigations (iiiexcluding routine, periodic inspections) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use pending regarding compliance of the Owned Real Property for the operation of its business or the value thereof], other than with any such proceedings, claims or matters that would not have a Material Adverse Effect;Laws.
(cvi) except as set forth on Section 5.13(c) None of the Disclosure ScheduleCompany Parties or their respective Subsidiaries have filed notices of protest or appeal against, there are no leasesor commenced proceedings to recover, subleases, licenses or agreements, written or oral, granting to real property tax assessments against any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 2 contracts
Sources: Transaction Agreement (CAESARS ENTERTAINMENT Corp), Transaction Agreement (Caesars Acquisition Co)
Owned Real Property. Section 5.13 of the Disclosure (i) The Vendor has disclosed in Schedule contains 4.1(l)(i)(A) a full, true and complete and accurate list of the property municipal address and legal description of all real or immovable property currently owned by either of the Purchased Corporations (the “Owned Real Property”), and (B) a true and complete list of any current title insurance policy issued to either of the Purchased Corporations in respect of any Owned Real Property, along with true and complete copies of which have been made available to the specific entity Purchaser. There are no agreements, options, leases, contracts or commitments to sell, transfer, lease or dispose of any of the Owned Real Property to which either of the Purchased Corporations is currently bound nor any agreements, contracts or commitments that owns each parcel would restrict the ability of either of the Purchased Corporations to transfer or dispose of the Owned Real Property or any interest therein other than the Mortgage.
(ii) Except for the Owned Real Property and the Option to Purchase, neither of the Purchased Corporations owns, leases or otherwise occupies any other real or immovable property, and neither is party to any outstanding agreement or option to purchase, lease or otherwise occupy any real or immovable property or any interest in any real or immovable property.
(iii) 1167025, as registered owner and bare trustee, and the Corporation, as sole beneficial owner, have good and marketable title to the Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restrictionall Liens, except for recorded easementsPermitted Liens.
(iv) Except as disclosed in Schedule 4.1(l)(iv), covenants and other non-environmental restrictions which do not impair the uses, occupancy there are no improvements or value of such alterations to any Owned Real Property;.
(bv) there are no (i) pending orExcept as disclosed in Schedule 4.1(l)(v), all amounts for labour and materials relating to the Knowledge construction and repair of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Buildings and Fixtures on any Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use required to be made by either of the Purchased Corporations prior to the date hereof have been paid in accordance with contractual arrangements therefor.
(vi) There are no outstanding work orders affecting any Owned Real Property issued by or required by any municipality, police department, fire department, sanitation, health or safety authorities or from any other Person.
(vii) The Owned Real Property is adequate and suitable for the purposes for which it is presently being used and the Purchased Corporations have adequate rights of ingress and egress to such Owned Real Property for the operation of its the business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;as presently conducted.
(cviii) except as set forth on Section 5.13(c) To the knowledge of the Disclosure ScheduleVendor, there are no leasesthe Owned Real Property does not violate any restrictive covenant, subleaseszoning or land use restrictions, licenses site plan or municipal agreements, written or oral, granting to any third party or parties the right of use or occupancy provision of any portion Law or encroach on any property owned by any other Person.
(ix) No condemnation or expropriation proceeding is pending or, to the knowledge of such the Vendor, threatened against any Owned Real Property.
(x) There are no Taxes, provided leases under negotiation as tax arrears, local improvement or capital charges, special levies or other rates or charges of a similar nature associated with the Owned Real Property (other than realty taxes accruing from day to day) that are outstanding and unpaid.
(xi) Each of the Effective Date are not included Purchased Corporations has performed and observed all material covenants, conditions, agreements, statutory requirements, planning consents, by- laws, orders and regulations required to be performed or observed by it in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion respect of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately no notice of a breach thereof has been received by either of the Purchased Corporations.
(xii) Except as set forth on Section 5.13(c) in Schedule 4.1(l)(xii), neither of the Disclosure Schedule;
Purchased Corporations (di) the Company has no Knowledge of is a party to any material violation of any covenantsarrangement or understanding with an Aboriginal band, restrictions, easements, agreements, conditions, codes community or zoning ordinances affecting group relating to the Owned Real Property;
; (eii) there are no outstanding options is or rights of first refusal has been engaged or involved in any disputes, discussions or negotiations with any Aboriginal band, community or group relating to purchase, lease or use such the Owned Real Property, ; or any material portion thereof (iii) is aware of or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice ofof any claim, and to either from an Aboriginal band, community or group or any Governmental Entity, indicating that the Knowledge use or contemplated use of the CompanyOwned Property has in any way infringed upon or has an adverse effect on any Aboriginal title, there is no proposed rights or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Propertyinterests.
Appears in 2 contracts
Owned Real Property. Section 5.13 of the Disclosure (a) Schedule contains a full, 3.05(a) sets forth an accurate and complete and accurate list of the property address of all Owned Real Property, along with . The property maps attached to Schedule 3.05(a) depict in a reasonably accurate manner the specific entity that owns each parcel location and boundaries of the Owned Real Property. With respect True and complete copies of the following have heretofore been delivered to Buyer: (i) all deeds, title insurance policies, title insurance commitments, title reports, title opinions, title abstracts, maps and surveys relating to the Purchased Real Property, in each piece of case which such Seller has in its possession, and (ii) all documents evidencing recorded and unrecorded Encumbrances upon the Purchased Real Property which such Seller has in its possession.
(b) Subject to the standard warranty limitations as set forth in a special warranty deed, the Sellers have good and marketable title to the Owned Real Property:, free and clear of all Encumbrances, except Permitted Encumbrances.
(ac) The Sellers have obtained all appropriate certificates of occupancy, licenses, easements and rights of way, required to use and operate the Company Owned Real Property in all material respects in the manner in which the Owned Real Property is currently being used and operated in connection with the Purchased Business. No Seller has received written notice of any intention on the part of any issuing authority to cancel, suspend or modify any material approvals, licenses or permits relating to the applicable Consolidated Subsidiary, as listed on Section 5.13 Owned Real Property.
(d) No Seller has received written notice of any proposed special assessment which would materially and adversely affect the Disclosure Schedule, has good and clear record and marketable fee simple title Owned Real Property.
(e) No Seller is party to any lease or assignment under which such Seller is a lessor or sublessor with respect to the Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property is not made available for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;use by any third party.
(cf) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there There are no outstanding options or rights of first refusal to purchase, lease or use such purchase any of the Owned Real Property, Property or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (James River Coal CO), Asset Purchase Agreement (James River Coal CO)
Owned Real Property. Section 5.13 2.11 of the Disclosure Schedule contains a full, complete and accurate list lists as of the date of this Agreement the property address and description of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) a Business Subsidiary or Operating Subsidiary has the Company or the applicable Consolidated Subsidiary, as listed on title described in Section 5.13 2.11 of the Disclosure Schedule, has good and clear record and marketable fee simple title Schedule with respect to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, in each case free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, Security Interest except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real PropertyPermitted Security Interests;
(b) there are no (i) pending or, to the Knowledge knowledge of the CompanySellers, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge knowledge of the CompanySellers, threatened litigation or administrative actions relating to such Owned Real Property Property, or (iii) other matters materially affecting adversely the Company’s use, occupancy or any Consolidated Subsidiary’s use value of the such Owned Real Property for the operation of its business or the value thereof]Business, other than except for any such condemnation proceedings, claims litigation or other matters that would not reasonably be expected to have a Business Material Adverse Effect;
(c) except as set forth on Section 5.13(c) the buildings and improvements may be used under applicable zoning and land use laws for the operation of the Disclosure ScheduleBusiness as currently conducted, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in material violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land, except for any such violations or encroachments that would not reasonably be expected to have a Business Material Adverse Effect;
(d) there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties (other than the applicable Business Subsidiary or Operating Subsidiary) the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use purchase such Owned Real Property, or any material portion thereof or interest therein; and;
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge knowledge of the CompanySellers, there such Owned Real Property is no proposed or pending proceeding to change or redefine supplied with utilities and other services necessary for the zoning classification of all or any portion current operation of such Owned Real Property, all of which services are adequate in all material respects for the current operation of the Business; and
(g) the improvements constructed on such Owned Real Property are in all operating condition.
Appears in 2 contracts
Sources: Merger Agreement (Bowne & Co Inc), Merger Agreement (Lionbridge Technologies Inc /De/)
Owned Real Property. Section 5.13 (i) Schedule 4.9(a)(i) of the Disclosure Schedule contains Schedules sets forth a full, complete and accurate list of the property address description of all real property owned by Sellers and used in the Business (the “Owned Real Property”).
(ii) Schedule 4.9(a)(i) of the Disclosure Schedules sets forth for each parcel of Owned Real Property the name of the Seller that owns such parcel, along with the specific entity and except as set forth on such Schedule, such Seller that owns each parcel has good and insurable fee simple title to such parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(aExcept as set forth on Schedule 4.9(a)(ii) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure ScheduleSchedules, no Seller has good and clear record and marketable fee simple title granted any lease, license or other agreement granting to such any Person any right to the use or occupancy of the Owned Real Property, and Property or any portion thereof. The Owned Real Property is not subject to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien Liens (other than Permitted EncumbrancesLiens).
(iii) No Seller has received notice of any unremedied violation of any, easementand the Owned Real Property and all improvements on the Owned Real Property and the operations therein conducted conform to and comply, environmental lienin all material respects, environmental with all (x) applicable health, fire, safety, zoning and building Laws, ordinances and administrative regulations, Permits and other regulations (including, without limitation, the Americans with Disabilities Act) and (y) covenants, easements, rights of way, licenses, or building or use restrictionrestrictions, covenant exceptions, encroachments, reservations or other restrictionimpediments.
(iv) To Sellers’ Knowledge, except for recorded easementsthe buildings, covenants driveways and all other structures and improvements upon the Owned Real Property are all within the boundary lines of such property or have the benefit of valid, perpetual and non-environmental restrictions terminable easements and there are no encroachments thereon that would materially affect the use thereof.
(v) No Company has received any currently effective notice from any utility company or municipality of any fact or condition which do not impair could result in the usesdiscontinuation of presently available or otherwise necessary sewer, occupancy water, electric, gas, telephone or value other utilities or services for the Owned Real Property. All public utilities required for the operation of the Owned Real Property and necessary for the conduct of the business of each Seller, as applicable, on such Owned Real Property;Property are, to Sellers’ Knowledge, properly operating.
(bvi) there are no No Seller has received written notice from an applicable Governmental Body of any pending or contemplated (ix) pending orrezoning, to condemnation or similar proceeding affecting the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iiiy) other matters affecting adversely special assessment against the Company’s or Owned Real Property.
(vii) Except as set forth on Schedule 4.9(a)(vii) of the Disclosure Schedules, each parcel of real property comprising any Consolidated Subsidiary’s use part of the Owned Real Property (x) is assessed as one or more separate Tax lots and no part of such property is part of a Tax lot which includes other property which is not a part of the Owned Real Property; and (y) is not subject to any purchase option, right of first refusal or first offer or other similar right. To Sellers’ Knowledge, no building or improvement located on the Owned Real Property is located inside of any designated 50-year flood zone.
(viii) The Owned Real Property and all buildings, structures, and improvements and fixtures located on the Owned Real Property (w) have been maintained in accordance with normal industry practice, (x) are in good operating condition and repair (subject to normal wear and tear), (y) to Sellers’ Knowledge, contain no structural defects and (z) are suitable for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except purposes for which they are currently used. Except as set forth on Section 5.13(cSchedule 4.9(a)(viii) of the Disclosure ScheduleSchedules, there are no leasesnone of the buildings, subleases, licenses structures or agreements, written or oral, granting to any third party or parties improvements situated on the right of use or occupancy of any portion of such Owned Real PropertyProperty has been damaged by fire or other casualty, provided leases under negotiation except for such damage as has been fully repaired and restored. To Sellers’ Knowledge, each of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no onebuildings, other than structures and improvements situated on the owner of each parcel of Owned Real PropertyProperty are located within the required setback, is side yard and other conditions and requirements imposed by applicable Law with respect to such buildings, structures and improvements.
(ix) To the extent in possession Sellers’ possession, true and complete copies (as in Sellers’ possession) of all or any portion existing policies of title insurance for all parcels of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; together with all surveys for all parcels of the Owned Real Property have been delivered to Buyer and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth identified on Section 5.13(cSchedule 4.9(a)(ix) of the Disclosure Schedule;Schedules.
(dx) Access from public streets and provision for parking and loading/unloading at each parcel of the Company has no Knowledge Owned Real Property (y) to Sellers’ Knowledge, conforms to all applicable Laws and (z) is adequate for the conduct of any material violation the business of any covenantseach Seller, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting as applicable.
(xi) Other than the Owned Real Property;
(e) there are no outstanding options , Sellers and their Affiliates do not own any real property that is used in the Business and have not entered into any contract to purchase or rights of first refusal been granted any option to purchase, lease or purchase any real property for use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither in the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real PropertyBusiness.
Appears in 1 contract
Owned Real Property. The Company does not own any real property or interests in real property. (b) Leased Real Property. Section 5.13 4.8(b) of the Company Disclosure Schedule contains Letter sets forth a full, complete and accurate list of all leasehold, or subleasehold, licensed or sublicensed estates and other rights to use, operate or occupy any land, buildings, structures, improvements, fixtures or other interest in real property which is used or intended to be used in the Business (collectively, and including the Seller Owned Real Property and all other real property used or intended to be used in the Business, the “Leased Real Property”), and of all leases, licenses, occupancy agreements, access agreements, lease guaranties, agreements and documents, and all amendments, modifications and addenda thereto, in each case pursuant to which the Company leases, licenses, occupies or otherwise has the right to use any Leased Real Property (collectively, the “Leases”), including a description of each Lease, the name of the third party or Affiliate lessor or lessee (licensee, licensor, grantee or grantor, as applicable), the address of all Owned each Leased Real Property, along and the date of each such Lease and all amendments, modifications and addenda thereto. Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Company has Made Available to Purchaser true, complete and correct copies of each of the Leases that are memorialized in writing and has described each oral Lease on Section 4.8(b) of the Company Disclosure Letter, together with the specific entity that owns each parcel following to the extent in existence and in the Company’s possession: all extension notices, estoppel certificates, and subordination, non-disturbance and attornment agreements related thereto. The Company has a valid, binding, enforceable and existing leasehold interest in all of Owned the Leased Real Property, free and clear of all Encumbrances (except for Permitted Encumbrances). Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Company has not subleased, sublicensed or otherwise granted to any other third party the right to use or occupy any part of the Leased Real Property. The Company has not pledged, assigned, mortgaged or otherwise encumbered any of the Leases or the leasehold estates, rights or interests created by such Leases. The current annual rent and term under each Lease are as set forth on Section 4.8(b) of the Company Disclosure Letter. The Company has not waived any rights under any Lease that would be in effect on or after the date of this Agreement and that would be adverse to the Company. The Company has accepted full possession of each Leased Real Property and is currently occupying and using same pursuant to and in accordance with the express terms of the applicable Lease. Section 4.8(b) of the Company Disclosure Letter separately identifies all Leases with respect to which the landlord or lessor thereunder is an Affiliate of the Company. With respect to each piece of Owned Real PropertyLease:
19 (ai) such Lease is a legal, valid and binding obligation of the Company, and, to the Knowledge of the Company, each other party thereto, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) the Company is not in default or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Propertymaterial breach of, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of has not received any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending written or, to the Knowledge of the Company, threatened condemnation proceedings relating other notice of default or event that, with the notice or lapse of time, or both would constitute a default by such Person or permit the termination, modification or acceleration of rent under any Lease. To the Knowledge of the Company, no other party to a Lease is in default or material breach of such Owned Real PropertyLease; (iii) no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under any Lease which has not been re- deposited in full; (iv) no party to any Lease has exercised any termination rights with respect thereto, and no such party has given written (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of Sellers and/or the Company, there is oral) notice of any outstanding dispute with respect to a Lease; and (v) all “landlord work,” all “tenant work” and any corresponding credits (or credits in lieu thereof) contemplated or required under all Leases have been completed (or credited, as applicable) in accordance with the applicable Lease and accepted by the Company, and no proposed or pending proceeding capital improvements are required to change or redefine be made to any Leased Real Property pursuant to the zoning classification terms of all or any portion of such Owned Real PropertyLease.
Appears in 1 contract
Owned Real Property. Section 5.13 of the Disclosure (a) Schedule 3.16(a) contains a fullcorrect legal description, complete street address and accurate list of the property address tax parcel identification number of all Real Property in which the Company has an ownership interest, other than the Leased Real Property and the Other Inventory (“Owned Real Property”).
(b) The Owned Real Property and Leased Real Property constitutes all of the Real Property used, along with held for use or intended to be used in, or otherwise related to, the specific entity that owns Business. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the knowledge of Seller, threatened, affecting any parcel of the Owned Real Property or any portion thereof or interest therein. All utility services or systems for the Owned Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon. To the knowledge of Seller, the classification of each parcel of Owned Real Property. With respect to each piece Property under applicable zoning laws, ordinances and regulations permits the use and occupancy of Owned Real Property:
(a) such parcel and the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 operation of the Disclosure ScheduleBusiness as currently conducted thereon, has good and clear record permits the improvements located thereon as currently constructed, used and marketable fee simple title occupied. To the knowledge of Seller, there are sufficient parking spaces, loading docks and other facilities at such parcel to comply with such zoning laws, ordinances and regulations. To the knowledge of Seller, the Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of or any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair easement affecting the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending ordoes not violate any building lines or set-back lines, to and there are no encroachments onto the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or any portion thereof.
(iiic) other matters affecting adversely Except as set forth in Schedule 3.16(c), no work has been performed on or materials supplied with respect to the CompanyOwned Real Property within any applicable statutory period which could give rise to mechanics’ or materialmen’s liens; all bills and claims for labor performed and materials furnished to or any Consolidated Subsidiary’s use for the benefit of the Owned Real Property for all periods prior to the operation Closing have been, or prior to Closing, will be, paid or properly accrued on the Pre-Closing Balance Sheet in full (or incurred in the Ordinary Course of its business or Business since the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) date of the Disclosure SchedulePre-Closing Balance Sheet), and, to the knowledge of Seller, there are no leasesmechanics’ or materialmen’s liens, subleaseswhether or not perfected, licenses on or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or affecting any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;Property.
(d) the Company has no Knowledge Correct and complete copies of any material violation (i) all deeds, existing title insurance policies and surveys of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting pertaining to the Owned Real Property;
Property and (eii) there are no outstanding options all instruments, agreements and other documents evidencing, creating or rights of first refusal to purchase, lease constituting any Liens on Real Property in the Company’s possession or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge control as of the Company, there is no proposed or pending proceeding date of this Agreement have been delivered to change or redefine the zoning classification of all or any portion of such Owned Real PropertyBuyer.
Appears in 1 contract
Sources: Stock Purchase Agreement (Champion Enterprises Inc)
Owned Real Property. (a) The real property owned by the Company and its Subsidiaries and described in Section 5.13 3.18(a) of the Company Disclosure Schedule contains a full, complete and accurate list constitutes all of the real property address of all owned by the Company and its Subsidiaries (the “Owned Real Property, along with the specific entity that owns each parcel ”). Section 3.18(a) of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except Schedule lists for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such each Owned Real Property, (iii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner street address of each parcel of Owned Real Property, is in possession (ii) the current record owner of all each such parcel of Owned Real Property, and (iii) the identity of any lessee, licensee or any portion other occupant of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately Property.
(b) Except as set forth on in Section 5.13(c3.18(b) of the Company Disclosure Schedule;
(d) , the Company or one of its Subsidiaries has fee simple title to the Owned Real Property, free and clear of encumbrances other than Permitted Encumbrances, and no Knowledge of condemnation, eminent domain or expropriation proceeding is pending or, to the Company’s knowledge, threatened against the Owned Real Property or any material violation portion thereof. “Permitted Encumbrances” means with respect to any property or asset, any and all of any covenantsthe following: (i) Liens reflected in the consolidated financial statements as of September 26, 2004 (or in the notes thereto) contained in the Company SEC Documents or otherwise disclosed in the Company SEC Documents, (ii) Liens consisting of zoning or planning restrictions, easements, agreementspermits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, conditionsor impair the use of, codes such property by the Company or zoning ordinances affecting any of its Subsidiaries in the operation of its respective business, (iii) Liens for current Taxes not yet due and delinquent or being contested in good faith, (iv) with respect to the Owned Real Property;
Property in Waltham, Massachusetts, the Liens shown in Schedule B of the following title insurance policies: (eA) there are no outstanding options or rights Owner’s Policy of first refusal Title Insurance No. 02-PHI-0581GD, dated August 15, 2002, issued by Fidelity National Title Insurance Company of New York to purchasePolaroid Waltham Real Estate LLC, lease or use such (B) Owner’s Policy of Title Insurance No. C6514-OP, dated January 12, 2004, issued by Lawyers Title Insurance Corporation to Polaroid ▇▇▇▇▇▇▇ Real Estate LLC, and (C) Owner’s Policy of Title Insurance No. C7117-OP, dated May 12, 2004, issued by Lawyers Title Insurance Corporation to Polaroid ▇▇▇▇▇▇▇ Real Estate LLC, (v) with respect to the Owned Real PropertyProperty in New Bedford, or any material portion thereof or interest therein; and
(f) neither Massachusetts, the Liens shown in Schedule B of Owner’s Policy of Title Insurance No. 02-PHI-0582GD, dated September 30, 2002, issued by Fidelity National Title Insurance Company nor any Consolidated Subsidiary has received notice ofof New York to Polaroid New Bedford Real Estate LLC, and (v) with respect to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real PropertyProperty other than the Owned Real Property located in Waltham, Massachusetts and New Bedford, Massachusetts, such Liens or other restrictions which have not had, and which could not reasonably be expected to have, a Company Material Adverse Effect.
Appears in 1 contract
Owned Real Property. Section 5.13 of the Disclosure Schedule contains a full, complete and accurate list of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of the Owned Real Property:
(a) Except as described on Schedule 3.10(a), the Company Owned Real Property does not violate any Applicable Law, except any such violation which would not adversely affect in any material respect the use thereof as currently being used by Seller, and Seller has not received notice of Condemnation or the applicable Consolidated Subsidiary, as listed on Section 5.13 like relating to any part of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant Property or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Propertyoperation thereof;
(b) there are no (i) pending orExcept as described on Schedule 3.10(b), to Seller has not received notice that the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or its operation by Seller violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the Buyer’s operation of a skilled nursing facility, adult resource center or rehabilitation therapy center as operated as of the Effective Date on the Owned Real Property result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing, and Seller has received no written notice that the buildings and improvements constituting the Owned Real Property are noncompliant with any building codes, including life safety codes related to sprinkler systems and/or other fire safety-related matters except for any violations previously remediated;
(iiic) Except as described on Schedule 3.10(c), the Owned Real Property is subject to no easements, restrictions, ordinances, or such other matters affecting adversely limitations on title so as to make such property unusable for its current use or the Companytitle uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the Owned Real Property for use as a skilled nursing facility;
(d) Except as described on Schedule 3.10(d) and subject to any applicable “grandfathered” or other pre-existing rights and conditions under Accessibility Laws, the Owned Real Property is in substantial compliance with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable Georgia state statute relative to accessibility with respect to Seller’s or any Consolidated Subsidiary’s current use of the Owned Real Property for (these laws are referred to, collectively, as the operation of its business “Accessibility Laws”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or the value thereof], complaint (whether from any Governmental Authority or from any other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(cPerson) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting relating to any third party or parties the right of use or occupancy compliance of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of with the Disclosure ScheduleAccessibility Laws;
(de) Except for the Company has Real Property Lessee, the Residents or as described on Schedule 3.10(e), there are no Knowledge tenants or other Persons occupying any space in the Owned Real Property, other than pursuant to the Real Property Lease, Patient Residency Agreements or other tenant leases described in Schedule 3.10(e) and, except pursuant to the Real Property Lease, Patient Residency Agreements or as described on Schedule 3.10(e), no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material violation amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.10(e);
(f) Schedule 3.10(f) sets forth a “rent roll” which sets forth for any real property leases at the Owned Real Property (other than the Real Property Lease or any leasehold interest under the Residency Agreements) where Seller is the landlord: (i) the names of lessees and then current rental period; (ii) the rental payments for the then current month under each of the leases; (iii) a list of any covenantsthen delinquent rental payments; (iv) a list of any material concessions granted to lessees; (v) a list of lessee deposits, restrictionsif any, easementsand a description of any application thereof, agreementsand (vi) a list of any uncured material defaults under the leases known to Seller;
(g) Except as described on Schedule 3.10(g), conditionsSeller has not received any written notice of any existing, codes proposed or zoning ordinances affecting contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Owned Real Property or that would materially and adversely affect the current use of any part of the Owned Real Property;
(eh) there are no outstanding options or rights of first refusal to purchaseExcept as described on Schedule 3.10(h), lease or use such the Owned Real PropertyProperty is not located within a one hundred year flood plain or, or any material portion thereof or interest thereinto Seller’s Knowledge, an area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; and
(fi) neither Except as described on Schedule 3.10(i), to Seller’s Knowledge, the Company nor any Consolidated Subsidiary has received notice of, existing improvements located upon the Owned Real Property do not encroach upon adjacent premises or upon existing utility company easements and to existing restrictions are not violated by the Knowledge of improvements located on the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Sunlink Health Systems Inc)
Owned Real Property. Section 5.13 of (a) The Seller has good and marketable title to the Disclosure Schedule contains a full, complete and accurate list of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restrictionall liens and encumbrances, except for recorded easements(and subject to) the Permitted Encumbrances.
(b) Seller has provided Buyer copies of all material Due Diligence Documents in Seller’s possession or reasonable control relating to the Owned Real Property.
(c) Except as set forth on Schedule 4.4:
(i) Seller has received no written notice of any outstanding uncured violations (A) under applicable zoning, covenants platting, subdivision, use, building, environmental, health and safety, fire and other non-environmental restrictions which do not impair applicable laws and regulations applicable to the usesOwned Real Property, occupancy or value (B) under any covenants, conditions, restrictions, rights of such way, or easements relating to its Owned Real Property;
(bii) there There are no (i) actual, pending or, to the Knowledge of the CompanySeller’s knowledge, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(eiii) there are The Owned Real Property is currently adequately serviced by all utilities necessary for the Seller’s operation of the Branches as presently used for financial institution offices;
(iv) Seller has received no outstanding options written notices or rights requests of first refusal any Governmental Entity, insurance company or board of fire underwriters (or organization exercising functions similar thereto), or mortgagee directed to purchaseSeller and requesting the performance of any work or alteration in respect to the Branches which has not been complied with;
(v) Seller is not a party to any leases, lease subleases, licenses or similar agreements permitting any party other than Seller to lease, use such or occupy space in or on the Owned Real Property, subject to the Permitted Encumbrances;
(vi) Seller has not granted any options to purchase or any material portion thereof or interest thereinsimilar agreements with respect to the Owned Real Property; and
(fvii) neither To Seller’s Knowledge, there are no Taxes, assessments, water charges or sewer charges relating to the Company nor any Consolidated Subsidiary has received notice ofOwned Real Property which are delinquent, and to there are no special Tax assessments or charges for unpaid taxes pending or threatened against the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
(d) Except as set forth on Schedule 4.4, and except for the Permitted Encumbrances, (i) the Seller has not entered into any agreement regarding the Owned Real Property which will continue to bind the Buyer or the Owned Real Property after Closing, and (ii) the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding, or litigation of any kind, pending or threatened, which would adversely affect or limit the Buyer’s use and enjoyment of the Owned Real Property or which would limit or restrict the Seller’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Community Bankers Trust Corp)
Owned Real Property. Section 5.13 of the Disclosure Schedule 3.6(a) contains a full, complete and accurate list of all real property, leaseholds, or other interests therein owned by Company (the “Real Property”). The Company has delivered or made available to the Purchaser and CTDC copies of the deeds and other instruments (as recorded) by which the Company acquired such real property address and interests, and copies of all Owned title insurance policies, opinions, abstracts and surveys relating to such real property or interests. The Company owns (with good and marketable title in the case of real property) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Financial Statements. Absence of Encumbrances. Except as set forth on Schedule 3.6(b), with respect to the Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
: (ai) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (all Encumbrances other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are were no leases, subleases, licenses licenses, options, rights, concessions or other agreements, written or oral, granting to any third party or parties the party, any right of use or occupancy of any portion of such Owned Real Propertyexcept for those which constitute a Permitted Encumbrance, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(eiii) there are were no outstanding options or rights of first refusal in favor of any other party to purchasepurchase any portion thereof or any interest therein, lease or use such Owned (iv) there were no parties (other than the Company) in possession of using the Real Property, except in connection with a Permitted Encumbrance, and (v) there are no (A) pending or threatened condemnation proceedings, (B) pending or threatened Proceedings, or (C) other matters affecting the use, occupancy or value of the Real Property in any material respect. Leased Real Property. Schedule 3.6(c) sets forth all leases pursuant to which Facilities are leased by the Company (as lessee), true and correct copies of which have been delivered or made available to the Purchaser or CTDC. Such leases shall constitute all leases, subleases or other occupancy agreements pursuant to which the Company occupies or uses Facilities. The Company has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all leased property described in such leases (the “Leased Property”), free and clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the termination of the lease therefore by the lessor. With respect to each such parcel of Leased Property: (i) there are no pending or threatened condemnation proceedings relating to, or any material pending or threatened Proceedings relating to, the Company’s leasehold interests in such Leased Property or any portion thereof or interest therein; and
thereof, (fii) neither the Company nor any Consolidated Subsidiary other Person has received notice ofentered into any sublease, and license, option, right, concession or other agreement or arrangement, written or oral, granting to any person the Knowledge of the Company, there is no proposed right to use or pending proceeding to change or redefine the zoning classification of all occupy such Leased Property or any portion thereof or interest therein, except in connection with a Permitted Encumbrance, and (iii) the Company has not received notice of any pending or threatened special assessment relating to such Owned Real PropertyLeased Property or otherwise has any knowledge of any pending or threatened special assessment relating thereto.
Appears in 1 contract
Sources: Stock Purchase Agreement (China Technology Development Group Corp)
Owned Real Property. Section 5.13 2.11 of the Disclosure Schedule contains a full, complete and accurate list of lists the property address and the legal description of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, a Subsidiary has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances)Lien, easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) to the Knowledge of the Disclosure ScheduleCompany, the legal description for such Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adequately; the buildings and improvements may be used as of right under applicable zoning and land use laws for the current uses of the property, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(d) there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties (other than the Company or a Subsidiary) the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use purchase such Owned Real Property, or any material portion thereof or interest therein; and;
(f) to the Knowledge of the Company, all facilities located on such Owned Real Property are supplied with utilities and other services necessary for the current operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer;
(g) all of the utilities and other services supplied to the facilities located on such Owned Real Property are adequate for the current uses of the property in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such Owned Real Property;
(h) such Owned Real Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such property;
(i) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property;
(j) to the Knowledge of the Company, the improvements constructed on such Owned Real Property are in good condition and proper order, free of roof leaks, insect infestation, and construction defects, and all mechanical and utility systems servicing such improvements are in good condition and proper working order;
(k) such Owned Real Property is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property (i) to fulfill any zoning, building code, or other municipal or governmental requirement, (ii) for structural support or the furnishing of any essential building systems or utilities, including electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (iii) to fulfill the requirements of any lease. No building or other improvement not included in such Owned Real Property relies on any part of such Owned Real Property to fulfill any zoning, building code, or other municipal or governmental requirement or for structural support or the furnishing of any essential building systems or utilities. Such Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels; and
(l) the Company has made available to the Buyer complete and accurate copies of all of the following materials relating to such Owned Real Property, to the extent in the Company’s possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Owned Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports.
Appears in 1 contract
Owned Real Property. Section 5.13 2.11 of the Disclosure Schedule contains a full, complete and accurate list of the property address of lists all Owned Real Property, along Property and with the specific entity that owns respect to each parcel of Owned Real PropertyProperty identifies the property address, the approximate lot size, and whether or not such Owned Real Property is encumbered by a Security Interest or subject to any lease or other third party rights. With respect to each piece of Owned Real Property:
(a) based upon the owner's title insurance policy for such Owned Real Property, the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, Subsidiary has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances)Security Interest except to the extent set forth in Section 2.11 of the Disclosure Schedule, and free and clear of any easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which that do not impair unreasonably interfere with the uses, use and occupancy or value of such Owned Real PropertyProperty for the Intended Uses;
(b) there are no (i) pending or, to the Knowledge knowledge of the Company, overtly threatened condemnation proceedings relating to such Owned Real Property, Property or (ii) pending or, to the Knowledge knowledge of the Company, overtly threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely except to the Company’s or any Consolidated Subsidiary’s use extent set forth in Section 2.11 of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse EffectDisclosure Schedule;
(c) except the existing buildings and improvements located on such Owned Real Property are located entirely within the boundary lines of such Owned Real Property or on permanent easements on adjoining land and may lawfully be used under applicable zoning and land use laws (either as set forth on Section 5.13(cof right, by special permit or variance, or as a grandfathered use) of for the Disclosure ScheduleIntended Uses; and such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses, if any, necessary to the use thereof have not been obtained;
(d) there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties (other than the Company or the Subsidiary) the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of Property except to the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately extent set forth on Section 5.13(c) 2.11 of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use purchase such Owned Real Property, or any material portion thereof or interest therein; andtherein except to the extent set forth on Section 2.11 of the Disclosure Schedule;
(f) all buildings and improvements located on such Owned Real Property are supplied with electricity, water, telephone, sanitary sewer and storm sewer and other utilities and services adequate for the operation of such buildings and improvements for the Intended Uses, except as set forth in Schedule 2.11 of the Disclosure Schedule;
(g) such Owned Real Property either abuts on and has direct vehicular access to a public road or has access to a public road via a permanent appurtenant easement benefiting such Owned Real Property;
(h) neither the Company nor any Consolidated the Subsidiary has received written notice ofof any, and to the Knowledge knowledge of the Company, Company there is no no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property;
(i) the improvements and mechanical and utility systems serving the buildings and other improvements located on such Owned Real Property are in condition and order adequate for the operation of such buildings and improvements for the Intended Uses;
(j) such Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels; and
(k) the Company has delivered to the Buyer complete and accurate copies of all of the following materials relating to such Owned Real Property, to the extent in the Company's possession or control: title insurance policies; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Owned Real Property; surveys; as-built construction plans; warranties; appraisals; structural inspection, soils, environmental assessment and similar reports.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Gerdau Ameristeel Corp)
Owned Real Property. Section 5.13 of the Disclosure (i) The Vendor has disclosed in Schedule contains 4.1(l)(i)(A) a full, true and complete and accurate list of the property municipal address and legal description of all real or immovable property currently owned by either of the Purchased Corporations (the “Owned Real Property”), and (B) a true and complete list of any current title insurance policy issued to either of the Purchased Corporations in respect of any Owned Real Property, along with true and complete copies of which have been made available to the specific entity Purchaser. There are no agreements, options, leases, contracts or commitments to sell, transfer, lease or dispose of any of the Owned Real Property to which either of the Purchased Corporations is currently bound nor any agreements, contracts or commitments that owns each parcel would restrict the ability of either of the Purchased Corporations to transfer or dispose of the Owned Real Property or any interest therein other than the Mortgage.
(ii) Except for the Owned Real Property and the Option to Purchase, neither of the Purchased Corporations owns, leases or otherwise occupies any other real or immovable property, and neither is party to any outstanding agreement or option to purchase, lease or otherwise occupy any real or immovable property or any interest in any real or immovable property.
(iii) 1167025, as registered owner and bare trustee, and the Corporation, as sole beneficial owner, have good and marketable title to the Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restrictionall Liens, except for recorded easementsPermitted Liens.
(iv) Except as disclosed in Schedule 4.1(l)(iv), covenants and other non-environmental restrictions which do not impair the uses, occupancy there are no improvements or value of such alterations to any Owned Real Property;.
(bv) there are no (i) pending orExcept as disclosed in Schedule 4.1(l)(v), all amounts for labour and materials relating to the Knowledge construction and repair of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Buildings and Fixtures on any Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use required to be made by either of the Purchased Corporations prior to the date hereof have been paid in accordance with contractual arrangements therefor.
(vi) There are no outstanding work orders affecting any Owned Real Property issued by or required by any municipality, police department, fire department, sanitation, health or safety authorities or from any other Person.
(vii) The Owned Real Property is adequate and suitable for the purposes for which it is presently being used and the Purchased Corporations have adequate rights of ingress and egress to such Owned Real Property for the operation of its the business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;as presently conducted.
(cviii) except as set forth on Section 5.13(c) To the knowledge of the Disclosure ScheduleVendor, there are no leasesthe Owned Real Property does not violate any restrictive covenant, subleaseszoning or land use restrictions, licenses site plan or municipal agreements, written or oral, granting to any third party or parties the right of use or occupancy provision of any portion Law or encroach on any property owned by any other Person.
(ix) No condemnation or expropriation proceeding is pending or, to the knowledge of such the Vendor, threatened against any Owned Real Property.
(x) There are no Taxes, provided leases under negotiation as tax arrears, local improvement or capital charges, special levies or other rates or charges of a similar nature associated with the Owned Real Property (other than realty taxes accruing from day to day) that are outstanding and unpaid.
(xi) Each of the Effective Date are not included Purchased Corporations has performed and observed all material covenants, conditions, agreements, statutory requirements, planning consents, by-laws, orders and regulations required to be performed or observed by it in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion respect of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately no notice of a breach thereof has been received by either of the Purchased Corporations.
(xii) Except as set forth on Section 5.13(c) in Schedule 4.1(l)(xii), neither of the Disclosure Schedule;
Purchased Corporations (di) the Company has no Knowledge of is a party to any material violation of any covenantsarrangement or understanding with an Aboriginal band, restrictions, easements, agreements, conditions, codes community or zoning ordinances affecting group relating to the Owned Real Property;
; (eii) there are no outstanding options is or rights of first refusal has been engaged or involved in any disputes, discussions or negotiations with any Aboriginal band, community or group relating to purchase, lease or use such the Owned Real Property, ; or any material portion thereof (iii) is aware of or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice ofof any claim, and to either from an Aboriginal band, community or group or any Governmental Entity, indicating that the Knowledge use or contemplated use of the CompanyOwned Property has in any way infringed upon or has an adverse effect on any Aboriginal title, there is no proposed rights or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Propertyinterests.
Appears in 1 contract
Owned Real Property. Section 5.13 2.11 of the Disclosure Schedule contains a full, complete and accurate list of ------------------- lists the property address address, legal description and, where applicable, property identification number, of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, a Subsidiary has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledgeinsurable, is insurable where applicable, by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances)Security Interest, easement, encumbrance, environmental lien, environmental use restrictionrestrictions recorded in the real estate records of the county where such Owned Real Property is located (but only as to the Owned Real Property in the United States), covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real PropertyProperty as currently used by the Company or such Subsidiary;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened (i) condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property Property, or (iii) other matters affecting which adversely affect the Company’s current use, occupancy or any Consolidated Subsidiary’s use value of the such Owned Real Property for the operation of its business or the value thereof]Property, other than such proceedingsapplicable laws, claims or matters that would not have a Material Adverse Effectordinances, rules and regulations;
(c) except as set forth on Section 5.13(c) to the Knowledge of the Disclosure ScheduleCompany, with respect to each parcel of Owned Real Property located in the United States: (i) the legal description for such Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adequately, (ii) the buildings and improvements may be used as of right under applicable zoning and land use laws for the current uses, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land, (iii) the land does not serve any adjoining property for any purpose inconsistent with the use of the land, (iv) such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained and (v) consummation of the transactions contemplated by this Agreement will not result in the termination of any variance or permit now existing with respect to any Owned Real Property;
(d) with respect to each parcel of Owned Real Property located outside the United States: (i) the legal description for such Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adequately, (ii) the buildings and improvements may be used as of right under applicable zoning and land use laws for the current uses, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land, (iii) the land does not serve any adjoining property for any purpose inconsistent with the use of the land, (iv) such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained and (v) consummation of the transactions contemplated by this Agreement will not result in the termination of any variance or permit now existing with respect to any Owned Real Property;
(e) there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties (other than the Company or a Subsidiary) the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(ef) there are no outstanding options or rights of first refusal to purchase, lease or use purchase such Owned Real Property, or any material portion thereof or interest therein; and;
(fg) all facilities located on such Owned Real Property are supplied with utilities and other services necessary for the operation of such facilities as currently operated, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the current uses of such Owned Real Property and in accordance with all applicable laws, ordinances, rules and regulations and, to the Knowledge of the Company, are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such Owned Real Property;
(h) such Owned Real Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such property;
(i) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property;
(j) to the Knowledge of the Company, there are no physical or mechanical defects in any of the improvements on such Owned Real Property which would impair the current use or value of the Owned Real Property, and all such improvements are in good operating condition and repair, subject to ordinary wear and tear; and
(k) such Owned Real Property is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property not owned by the Company or a Subsidiary (i) to fulfill any zoning, building code or other municipal or governmental requirement, (ii) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (iii) to fulfill the requirements of any lease. No building or other improvement not included in such Owned Real Property relies on any part of such Owned Real Property to fulfill any zoning, building code or other municipal or governmental requirement or for structural support or the furnishing of any essential building systems or utilities. Such Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels owned by any party other than the Company or any Subsidiary.
Appears in 1 contract
Sources: Purchase Agreement (Kadant Inc)
Owned Real Property. Section 5.13 of the Disclosure Schedule contains a fullSeller and its applicable Affiliates have good, complete and accurate list of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record valid and marketable fee simple title to such the Owned Real PropertyProperty (other than, and with respect to Seller’s and Company’s Knowledgemarketable title, is insurable by a recognized national title insurance company at standard rates“other real estate owned”), free and clear of any Lien (all Liens, other than Permitted Encumbrances)Liens. There are no outstanding options, easement, environmental lien, environmental use restriction, covenant rights of first offer or refusal or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair similar rights or purchase rights with respect to the uses, occupancy or value of such Owned Real Property;
(b) there Property or to the Knowledge of Seller, with respect to “other real estate owned”. There are no (i) pending or, to the Knowledge of Seller, threatened, condemnation or similar proceedings affecting the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iiiother than foreclosure proceedings with respect to “other real estate owned”) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use portion thereof. At the USVI Closing, Seller will convey good, valid and marketable fee simple title to the Owned Real Property (other than, in the case of marketable title, “other real estate owned”), free and clear of all Liens, other than Permitted Liens. The Owned Real Property (other than “other real estate owned”) and facilities located therein (1) are in reasonably good condition and repair in all material respects, subject to reasonable wear and tear, (2) have reasonable access to public roads or valid easements for such ingress and egress and (3) have access to basic utilities as sufficient to enable the Owned Real Property (other than “other real estate owned”) to be used and operated in the manner currently being used by Seller. None of the Owned Real Property for the operation of its business or the value thereof], (other than such proceedings“other real estate owned”) is dependent for its access, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of operation on any portion of such Owned Real Propertyland, provided leases under negotiation as of the Effective Date are building, improvement or other property interest which is not included in Section 5.13(c) but will be added if executed prior to Closing; no one, the Owned Real Property (other than the owner of “other real estate owned”), including its appurtenances. Seller has a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Propertyother than “other real estate owned”).
Appears in 1 contract
Owned Real Property. Section 5.13 (a) Disclosure Schedule 3.10(a) sets forth a list of all real property included in the Business Assets, each parcel of which is owned by a Transferred Subsidiary or an Indirect Subsidiary (the “Owned Real Property”). Each Transferred Subsidiary or Indirect Subsidiary does and will have, at the Closing, good, valid and marketable title to each of the Disclosure Schedule contains a full, complete and accurate list parcels of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, in all cases free and clear of any Lien (other than all Encumbrances, except Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;.
(b) there All of the buildings, offices and other structures located on the Owned Real Property which are no material to the conduct of the Business have been maintained in reasonable condition in a manner consistent with past maintenance practices of the Business.
(c) Except as set forth on Disclosure Schedule 3.10(c) and to the Sellers’ Knowledge:
(i) pending orall water, to the Knowledge of the Companygas, threatened condemnation proceedings relating to such Owned Real Propertyelectrical, (ii) pending orsteam, to the Knowledge of the Companycompressed air, threatened litigation or administrative actions relating to such Owned Real Property or (iii) telecommunication, sanitary and storm sewage lines and other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use utilities and systems serving each parcel of the Owned Real Property for are sufficient in all material respects to enable the operation of such parcel of the Owned Real Property by such Transferred Subsidiary or Indirect Subsidiary in substantially the manner of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;current operation,
(cii) all certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by such Transferred Subsidiary or Indirect Subsidiary with respect to each parcel of the Owned Real Property in connection with the present Business operations on such parcel of the Owned Real Property have been lawfully issued to and are in full force and effect and all conditions have been and continue to be fully complied with, with respect to such Transferred Subsidiary or Indirect Subsidiary, except for any certificates of occupancy, permits, licenses, approvals and other authorizations issued by a Governmental Authority that required the consent of any Governmental Authority or third party for transfer, assignment or conveyance in connection with the Restructuring, and
(iii) each location of Owned Real Property has legal access to public roads and utilities in all material respects.
(d) Except as set forth on Section 5.13(cDisclosure Schedule 3.10(d):
(i) none of the Disclosure ScheduleShare Sellers or any of their Affiliates has received any written notice, there are no leasesorder or demand with respect to the use or quiet enjoyment of any parcel of Owned Real Property or access to or from such location,
(ii) none of the Share Sellers or any of their Affiliates has received any written notice, subleases, licenses order or agreements, written proposal regarding any pending or oral, granting threatened administrative action or judicial Proceeding relating to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is and
(iii) none of the Share Sellers or any of their Affiliates has received any written notice, order or proposal regarding any pending or threatened eminent domain proceeding or expropriation that might reasonably result in possession the taking of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) parcel of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 1 contract
Owned Real Property. Except as set forth in Section 5.13 3.13 of the Seller Disclosure Schedule contains Schedules, none of the Companies or the Subsidiaries owns any real property or is a fullparty to any contracts, agreements or commitments or has any other obligations for the purchase, acquisition, sale or disposition of any real property or the purchase or construction of any buildings or other fixed assets. Section 3.13 of the Seller Disclosure Schedules sets forth a true and complete and accurate list of each of the parcels of real property or portions thereof owned by each Company and each Subsidiary, including the correct address and legal description of each such parcel (such parcels of real property, together with all fixtures and improvements thereon, and easements and other rights, privileges, hereditaments and appurtenances pertaining thereto, the “Owned Real Property, along with ”). Section 3.13 of the specific entity Seller Disclosure Schedules further sets forth a true and complete list of all real property that owns has been owned by each parcel of Owned Real PropertyCompany and each Subsidiary during the last five (5) years but is no longer owned by each applicable Company or Subsidiary. With respect to each piece of Owned Real Property, except as set forth in Section 3.13 of the Seller Disclosure Schedules:
(ai) the each Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, and each Subsidiary has good and clear record and marketable fee simple indefeasible title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard ratesProperty set forth beneath its name on Section 3.13 of the Seller Disclosure Schedules, free and clear of any Lien (other than Permitted Encumbrances)Lien, easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easementsPermitted Liens;
(ii) there are no (A) pending or, covenants to the Knowledge of the Sellers, threatened condemnation Proceedings relating to such Owned Real Property, (B) pending or, to the Knowledge of the Sellers, threatened Proceedings relating to such Owned Real Property or (C) other matters affecting adversely each Company and other non-environmental restrictions which do not impair each Subsidiary’s ownership or use of the usesOwned Real Property set forth beneath its name on Section 3.13 of the Seller Disclosure Schedules for the operation of its Business, occupancy as conducted on the date hereof, or the value of such Owned Real Property;
(biii) there are no (i) pending orthe Seller Parties have made available to the Purchasers a true, complete and correct copy of each certificate of title by which the applicable Company or Subsidiary acquired each Owned Real Property, and the legal description for such Owned Real Property contained in each such certificate of title describes the applicable Owned Real Property fully and adequately; to the Knowledge of the Sellers, the buildings and improvements thereon may be used as of right under applicable zoning and land use laws and other applicable Laws for the current uses of the Owned Real Property and such buildings and improvements thereon are located within the boundary lines of the described Owned Real Property, are not in violation of current setback requirements, zoning laws or ordinances or other applicable Laws (and neither the applicable Company, threatened condemnation proceedings relating to ’s or Subsidiary’s use or occupancy of such Owned Real Property, (ii) pending or, to nor the Knowledge operation of the CompanyBusiness as currently conducted thereon, threatened litigation nor any property or administrative actions relating building or improvement thereon is subject to such “permitted non-conforming use” or “permitted non-conforming structure” classifications) and do not encroach on or violate any easement or Lien which may burden the Owned Real Property, the Owned Real Property or (iii) other matters affecting adversely does not serve any adjoining property for any purpose inconsistent with the Company’s or any Consolidated Subsidiary’s current use of the Owned Real Property, and such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the operation of its business or the value thereof], other than such proceedings, claims or matters that would use thereof have not have a Material Adverse Effectbeen obtained;
(civ) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreementsother Contracts, written or oral, granting to any third party or parties (other than any Company or any Subsidiary) the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; and no one, party (other than the owner of each parcel of Owned Real Property, any Company or any Subsidiary) is in possession of all or any portion of the Owned Real Property under any recorded or unrecorded leaseslease, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(dv) to the Company has no Knowledge of the Sellers, there is no violation in any material violation respect of any covenants, restrictions, easementsContracts, agreements, conditions, codes conditions or zoning ordinances affecting the Owned Real Property;
(evi) there are no outstanding Contracts, options or rights of first refusal to purchase, lease or use purchase such Owned Real Property, or any material portion thereof or interest therein; and;
(fvii) neither there are no Persons (other than any Company or any Subsidiary) in possession of such Owned Real Property, or any portion thereof;
(viii) all facilities and other improvements located on such Owned Real Property (A) have received all material Licenses required in connection with the ownership or operation thereof, and have been operated and maintained in accordance with all such Licenses and all applicable Laws, ordinances, rules and regulations, and (B) are supplied with utilities and other services necessary for the operation of such facilities and improvements, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the current uses of the Owned Real Property and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such Owned Real Property;
(ix) such Owned Real Property abuts on and has direct vehicular access to a public road or access to a public road and access to such Owned Real Property is provided by paved public right-of-way with adequate curb cuts available;
(x) no Company nor any Consolidated or Subsidiary has received notice ofof any, and and, to the Knowledge of the CompanySellers, there is no no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property; and
(xi) none of the Seller Parties owns any real property or interest therein (including any leasehold interest or the option or other right or obligation to purchase any real property or interest therein) that is contiguous to or adjacent to any boundary of such Owned Real Property.
Appears in 1 contract
Owned Real Property. Section 5.13 of the Disclosure Schedule contains 1.1(b) is in all material respects a fulltrue, complete and accurate list correct list, as of the property address date hereof, of all Owned Real Property, along with the specific entity that owns street addresses and square footage of improvements on each parcel of Owned Real Property. With respect to each piece of The Owned Real Property:
(a) the Company Property constitutes all real property or interests in real property owned in fee by Sellers or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien Sold Subsidiaries (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants any Excluded Assets) and other non-environmental restrictions which do not impair primarily used in the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge operation of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use Business as presently conducted. None of the Owned Real Property is Surplus Property. Each Seller and Sold Subsidiary has good and insurable fee title to all Owned Real Property owned by it free and clear of all Liens other than (A) Permitted Liens, (B) easements, covenants, rights-of-way and other encumbrances or restrictions of record, (C) zoning, building and other similar restrictions, (D) unrecorded easements, covenants, rights- of-way or other restrictions, (E) Liens that have been placed by any developer, landlord or other Person (other than Sellers or the Sold Subsidiaries) on property (other than Owned Real Property) over which any of Sellers or the Sold Subsidiaries has easement rights, none of which items set forth in clauses (B), (C), (D) or (E) above, individually or in the aggregate, materially impair the ability of the Sellers or the Sold Subsidiaries to use the property for the purposes for which it is currently being used in connection with the Business and, with respect to any Significant Real Property, none of which items set forth in clauses (B), (C), (D) or (E) would materially impair the continued use and operation of its business thereof for the same uses and operations as those conducted at the present time or the value grant to any party any option or right to acquire or lease a material portion thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except . Except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will 5.8, no brokerage or finders commissions shall be added if executed prior to Closing; no one, other than payable by Purchaser in connection with the owner of each parcel of Owned Real Property, is in possession of all or any portion conveyance of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge to Purchaser. No material portion of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options Property is leased by Sellers or rights of first refusal the Sold Subsidiaries to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real PropertyPerson.
Appears in 1 contract
Sources: Asset Purchase Agreement (CBS Corp)
Owned Real Property. Section 5.13 3.11 of the Disclosure Schedule contains a full, complete and accurate list lists the address of the property address of all Owned Real Property, along with the specific entity that owns each sole parcel of Owned real property that the Company owns (together with all improvements on and appurtenances to said parcel, the "Real PropertyEstate"). With respect to each piece of Owned the Real PropertyEstate:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned the Real PropertyEstate, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances)Security Interest, easement, environmental covenant, restriction, lien, environmental use restrictionreservation, covenant tenancy or other restriction, obligation except for the recorded easements, covenants and other non-environmental restrictions which do not impair set forth in Section 3.11 of the uses, occupancy or value of such Owned Real PropertyDisclosure Schedule (the "Permitted Encumbrances");
(b) there are no (i) pending or, to the Knowledge knowledge of the CompanyCompany or the Stockholder, threatened condemnation proceedings relating to such Owned the Real PropertyEstate, (ii) pending or, to the Knowledge knowledge of the CompanyCompany or the Stockholder, threatened litigation or administrative actions relating to such Owned the Real Property Estate, or (iii) other matters affecting adversely the Company’s occupancy, ownership or any Consolidated Subsidiary’s value of the Real Estate or the use of the Owned Real Property for same as an office building with ancillary uses (the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect"Intended Uses");
(c) except the legal description for the Real Estate contained in the existing title insurance policy therefor describes the Real Estate fully and adequately; the Real Estate may be used as set forth on Section 5.13(c) of right under applicable zoning and land use laws for the Intended Uses, and the buildings and improvements thereon are located within the boundary lines of the Disclosure Scheduledescribed parcels of land comprising the Real Estate, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the Real Estate; the Real Estate does not serve any adjoining property for any purpose inconsistent with the Intended Uses; and the Real Estate is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(d) there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties (other than the Company) the right of use or occupancy of any portion of such Owned the Real PropertyEstate, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; and no one, party other than the owner of each parcel of Owned Real Property, is in possession of all Company currently uses or occupies any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real PropertyEstate;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned purchase the Real Property, Estate or any material portion thereof or interest therein; and;
(f) neither all facilities located on the Real Estate are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the Intended Uses and in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Real Estate; (g) the Real Estate abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting the Real Estate;
(h) the Company nor any Consolidated Subsidiary has not received notice of, and to the Knowledge best of the Company's or the Stockholder's knowledge, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the Real Estate;
(i) the improvements constructed on the Real Estate are in good condition and proper order, free of roof leaks, insect infestation, and material construction defects, and all mechanical and utility systems servicing such Owned improvements are in good condition and proper working order, free of material defects; (j) the Real PropertyEstate is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property (i) to fulfill any zoning, building code, or other municipal or governmental requirement, (ii) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (iii) to fulfill the requirements of any lease. No building or other improvement not included in the Real Estate relies on any part of the Real Estate to fulfill any zoning, building code, or other municipal or governmental requirement or for structural support or the furnishing of any essential building systems or utilities;
(k) except as set forth in Section 3.11 of the Disclosure Schedule, no work has been performed on or materials supplied to the Real Estate within any applicable statutory period which could give rise to mechanics or materialmen's liens;
(l) except as set forth in Section 3.11 of the Disclosure Schedule, there are no taxes or betterment assessments other than current real estate taxes pending or payable against the Real Estate and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Estate; there are no taxes or levies, permit or connection fees which must be paid respecting existing curb cuts, sewer hookups, water-main hookups or services of a like nature; and the Real Estate is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels;
(m) no notices, permits, licenses, approvals, taxes or fees relating to the Real Estate, including transfer taxes and recording fees, are required to be filed, secured or paid for in connection with the transaction described in this Agreement;
(n) the Real Estate complies with the requirements of (i) all environmental, pollution control, waste products and sewage control statutes, laws, codes, ordinances, rules, orders, regulations and decrees of any and all Governmental Entities and (ii) all building, zoning, subdivision, health, safety and all other applicable statutes, laws, codes, ordinances, rules, orders, regulations and decrees of any and all Government Entities except to the extent that the violation of which will not have a Material Adverse Effect;
(o) Section 3.11 of the Disclosure Schedule sets forth a true, correct and complete list of all title insurance policies, surveys, engineering reports, if any, and hazardous waste reports prepared by or on behalf of the Company or the Stockholder since December 2, 1994 with respect to the Real Estate, true, correct and complete copies of which have previously been delivered by the Company to the Buyer;
(p) no consent of any mortgagee of the Real Estate or other third party holding an interest in the Real Estate is required in connection with the transactions contemplated under this Agreement; and
(q) the Company has delivered to the Buyer true, correct and complete copies of the following materials relating to the Real Estate, to the extent in the Stockholder's or the Company's possession: appraisals, title insurance policies currently in force, surveys, engineering and structural reports, warranties, as-built plans and specifications and environmental site assessments.
Appears in 1 contract
Owned Real Property. Section 5.13 (i) Contico or the Subsidiary owns (A) the real estate in fee simple, set forth on Schedule 7.1(s)(i) attached hereto and listed under the heading "Contributed Real Property" (the "Contributed Real Property") (except for any Contributed Real Property situated in England in which case Contico is the legal and beneficial owner (as such terms are defined in English law)), (B) the real estate in fee simple, set forth on Schedule 7.1(s)(i) attached hereto and listed under the heading "▇▇▇▇▇▇▇▇▇▇ Property," and (C) the other real estate in fee simple, set forth on Schedule 7.1(s)(i) attached hereto and listed under the heading "Leased Real Property" (the "Leased Real Property"), and neither Contico nor the Subsidiary has any other owned real estate or owned property interests in connection with the operation of the Disclosure Schedule contains a full, complete and accurate list of Business other than the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Excluded Real Property. With The Contributed Real Property and the Leased Real Property (except for the Winters, Texas property) are owned by Contico free and clear of all Liens, charges, easements, covenants and conditions of record or other restrictions, except Liens for current real property taxes and covenants, conditions and restrictions of record that do not adversely affect the use or value of the Contributed Real Property or the Leased Real Property; provided, however, that in the case the Winters, Texas property, it is owned by Contico free and clear of all Liens, charges, easements, covenants and conditions of record or other restrictions, except (A) Liens for current real property taxes and (B) covenants, conditions and restrictions of record that (i) do not materially adversely affect the use or value of such property, (ii) are not included in the Assumed Liabilities, and (iii) will be removed by Contico prior to Closing or as soon thereafter as practicable (collectively, "Permitted Exceptions"). Except as disclosed on Schedule 7.1(s)(i) attached hereto, all of the buildings, structures and appurtenances situated on the Contributed Real Property and the Leased Real Property are in good operating condition, subject to ordinary wear and tear, and in a state of maintenance and repair adequate and suitable for the purposes for which such buildings, structures and appurtenances are presently being used. Except as disclosed on Schedule 7.1(s)(i), with respect to each piece such building, structure and appurtenance, Contico or the Subsidiary, as applicable, has adequate rights of Owned ingress and egress for operating the Business in the ordinary course and no such building, structure or appurtenance is located within a flood plain. Contico has no knowledge that any such building, structure or appurtenance (i) violates or breaches any restrictive covenant or any provision of any foreign, federal, state, or local law, or (ii) encroaches on any property owned by any other Person or on any public utility easements. No condemnation or rezoning or local or planning authority proceeding is pending or, to Contico's knowledge, threatened which would preclude or impair the use of the Contributed Real Property:
(a) Property and the Leased Real Property by the Company or the applicable Consolidated Subsidiary, as listed applicable, for the purposes for which it is currently used or anticipated to be used. In the event of Contico's default under the loan documents consisting of a Secured Promissory Note in the principal amount of $8,000,000 dated May 18, 1993, and a Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing dated May 18, 1993, and an Assignment of Leases and Rents dated May 18, 1993 (the "Loan Documents") given by Contico to Principal Life Insurance Company ("Principal") on Section 5.13 the Leased Real Property at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Contico acknowledges that the Company has the option to pay all principal, interest, make whole premiums and any other amounts due under the Loan Documents in consideration for an assignment by Principal of the Disclosure ScheduleLoan Documents to the Company, and Contico shall cooperate in good faith in all ways reasonably requested by the Company, including without limitation, executing and tendering documents, to assist in effecting such assignment.
(ii) Contico Leased Real Property. Contico leases the real property, set forth on Schedule 7.1(s)(ii) attached hereto (the "Contico Leased Real Property"), and neither Contico nor the Subsidiary has any other leased real property interests in connection with the operation of the Business. The Contico Leased Real Property is leased solely upon the terms of the leases, set forth on Schedule 7.1(s)(ii) attached hereto (the "Contico Leased Real Property Leases"). All of the buildings, structures and appurtenances situated on the Contico Leased Real Property are in good operating condition, subject to ordinary wear and tear, and in a state of maintenance and repair adequate and suitable for the purposes for which such buildings, structures and appurtenances are presently being used. Except as disclosed on Schedule 7.1(s)(ii) attached hereto, with respect to each such building, structure and appurtenance, Contico or the Subsidiary, as applicable, has good adequate rights of ingress and clear record egress for operating the Business in the ordinary course and marketable fee simple title to no such Owned Real Propertybuilding, and to Seller’s and Company’s Knowledgestructure or appurtenance is located within a flood plain. Contico has no knowledge that any such building, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant structure or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no appurtenance (i) violates or breaches any restrictive covenant or any provision of any foreign, federal, state, or local law, or (ii) encroaches on any property owned by any other Person or on any public utility easements. No condemnation or rezoning or local or planning authority proceeding is pending or, to Contico's knowledge, threatened which would preclude or impair the Knowledge use of the Contico Leased Real Property by the Company or the Subsidiary, as applicable, for the purposes for which it is currently used or anticipated to be used.
(iii) Additional Provisions Relating to Real Property Situated in England and Wales. Planning Permission has been granted or is deemed to have been granted for the purposes of planning legislation in respect of the development of the Real Property situated at Cardrew Way, Redruth, Cornwall, and all development carried out in relation to that property has been lawful and all necessary consents and permissions have been obtained for that development. Compliance is being made and has at all times been made with all applicable statutory and bye-law requirements with respect to the Real Property situated at Cardrew Way, Redruth, Cornwall, and in particular (but without limitation) with the requirements as to fire precautions and means of escape in case of fire and with requirements under the Public Health Acts, the Housing Acts, the Highways Acts, the Office Shops and Railways Premises ▇▇▇ ▇▇▇▇, the Health and Safety at Work etc. ▇▇▇ ▇▇▇▇ and the Factory Acts (as the same exist under English law) and Contico does not anticipate it will be obliged to incur the expenditure of any substantial sum of money within the next two years in connection with such compliance. All deeds and documents disclosed by Titmuss ▇▇▇▇▇▇ Dechert to ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ as being title deeds for the Real Property situated in England and Wales are under the control of Contico or theSubsidiary (as appropriate) (save to the extent that Titmuss ▇▇▇▇▇▇ Dechert has already informed Dibb ▇▇▇▇▇▇ ▇▇▇▇▇ that the originals of such title deeds havebeen mislaid by Contico). So far as Contico is aware, neither Contico nor the Subsidiary have any continuing liability in respect of any other property formerly owned or occupied by Contico or the Subsidiary either as original contracting party or by virtue of any direct covenant having been given on a sale or assignment to Contico or the Subsidiary or as a guarantor of the obligations of any other person in relation to such property. So far as title to and the state and condition of the Real Property situated in England and Wales is concerned, with the exception of the title covenants to be given in the transfer of the Redruth Property, no other warranty or representation whatsoever is given by or on behalf of Contico or the Subsidiary save insofar as such warranty or representation is expressly contained in writing in replies to preliminary enquiries raised by Dibb ▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 1 contract
Owned Real Property. Set forth in Section 5.13 4.19(b) of the Company Disclosure Schedule contains a full, Letter is an accurate and complete and accurate list of the addresses and recorded property address descriptions of all of each CCG Entity’s right, title and interest in real property owned by such CCG Entity (such real property, together with any buildings, structures and improvements located thereon, and any other real property interests pertaining thereto, the “Owned Real Property”). With respect to Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect Seller has delivered or made available to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated SubsidiaryPurchaser true, as listed on Section 5.13 complete and correct copies of the Disclosure Schedule, has good deeds and clear record and marketable fee simple title to other instruments (as recorded) by which the CCG Entity acquired such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national copies of all title insurance company at standard ratespolicies, opinions, abstracts, surveys, and non-public records in the possession of the Seller or any CCG Entity and relating to the Owned Real Property. Except as set forth in Section 4.19(b) of the Company Disclosure Letter, with respect to such Owned Real Property: (i) each CCG Entity has good and valid fee simple title to the Owned Real Property free and clear of any Lien all Liens, options, rights of first refusal, conditions, restrictions, leases, covenants or transfer restrictions (other than Permitted Encumbrances)Liens) and (ii) there is no condemnation, easement, environmental lien, environmental use restriction, covenant expropriation or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) like proceeding in eminent domain pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Propertythreatened, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such against any Owned Real Property or (iii) any portion thereof or of any sale or other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use disposition of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion part thereof in lieu of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; condemnation and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c(iii) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed other proceeding relating to any Owned Real Property that would materially and adversely affect the current use or pending proceeding to change or redefine the zoning classification possession of all or any portion of such Owned Real Property. Each CCG Entity has sufficient title to such easements, rights of way and other rights appurtenant to each Owned Real Property as are necessary to permit ingress and egress to and from the Owned Real Property to a public way. The Real Property is all the real property used or held for use by the Company and the CCG Entities in connection with the operation of the Business. Except as set forth in Section 4.19(b) of the Company Disclosure Letter, to the Knowledge of the Company, there are no Liens, options, rights of first refusal, conditions, restrictions, leases, covenants or transfer restrictions (other than Permitted Liens) affecting title to the Owned Real Property, other than as disclosed in the Policies for Title Insurance listed in Section 4.19(b) of the Company Disclosure Letter.
Appears in 1 contract
Owned Real Property. Section 5.13 of the Disclosure Schedule 4.18 attached hereto contains a fulltrue, correct and complete and accurate list of (i) the property address legal descriptions of all Owned Real PropertyProperty and (ii) all Exceptions of which Pentair, along with FCH or the specific entity that owns each parcel Company have Knowledge. Seller has caused to be prepared and delivered to Buyer a preliminary title commitment. Except for (A) Permitted Encumbrances, (B) matters set forth on Schedule 4.18, or (C) matters disclosed on the surveys of all Owned Real Property. With respect Property previously delivered to each piece of Owned Real PropertyBuyer:
(a) No work has been performed on or materials supplied to the Company Owned Real Property within any applicable statutory period that could give rise to any mechanic's or materialman's lien or other Encumbrances, except in the applicable Consolidated SubsidiaryOrdinary Course of Business.
(b) There is no pending or, as listed on Section 5.13 to the Knowledge of the Disclosure ScheduleSeller, has good threatened condemnation or eminent domain proceeding with respect to the Owned Real Property.
(c) Except as may be incurred in effecting the provisions of the Separation Agreement (and clear record and marketable fee simple title then, only to such the extent set forth therein), there are no Encumbrances, including (i) Taxes pending or payable against the Owned Real Property, (ii) contingencies existing under which any assessment for real estate Taxes may be retroactively filed against the Owned Real Property, and (ii) Taxes, Permit fees or connection fees that must be paid respecting existing curb cuts, sewer hook-ups, water-main hook-ups or services of a like nature.
(d) The Owned Real Property is, or Seller shall cause it to be after the date hereof, legally subdivided and, except as may relate to any such prospective subdivision, consists of separate tax lots so that it is assessed separately and apart from any other real property of Seller’s .
(e) Except as may be incurred in effecting the provisions of the Separation Agreement (and Company’s Knowledgethen, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrancesonly to the extent set forth therein), easement, environmental lien, environmental use restriction, covenant or other restriction, except all installation charges for recorded easements, covenants and other non-environmental restrictions which do not impair utility systems serving the uses, occupancy or value of such Owned Real Property;Property and all service charges therefor that are due and payable on or before the Closing Date have been paid by the Company on behalf of the Federal Division before the Closing Date, or appropriate provision therefor on the Closing Date Net Equity Statement will be made, to and including the Closing Date.
(bf) Except as set forth in Schedule 4.18, the Owned Real Property complies in all material respects with all applicable municipal zoning and building codes and ordinances; and there are is no (i) Action pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the CompanySeller and Pentair, threatened litigation or administrative actions relating to such Owned Real Property or by any Governmental Agencies (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of other third party) claiming that the Owned Real Property for violates any such codes or ordinances.
(g) All buildings (including their respective utility systems) actively used in the administration of the Business and the manufacture and warehousing of the products of the Business are in good operating condition and repair, and the operation of its business or the value thereof], other than such proceedings, claims or matters that would thereof as presently conducted is not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy in material violation of any portion of such Owned Real Propertyapplicable Regulations, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all including any building code or any portion of zoning ordinance. Other buildings located on the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases if not actively used are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;excluded from this representation.
(dh) Seller has delivered to Buyer copies of all title insurance policies and commitments and surveys, heretofore prepared for the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting Federal Division with respect to the Owned Real Property;
(e) there are no outstanding options . No representation or rights of first refusal warranty regarding the title to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real PropertyProperty shall survive Closing.
Appears in 1 contract
Owned Real Property. Section 5.13 of the Disclosure Schedule contains a full, complete and accurate list of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of the Owned Real Property:
(a) Except as described on Schedule 3.11(a), the Company Owned Real Property does not violate any applicable ordinance or other law, order, regulation, or requirement except any such violation which would not adversely affect in any material respect the use thereof as currently being used and has not received notice of condemnation or the applicable Consolidated Subsidiary, as listed on Section 5.13 like relating to any part of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant Property or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Propertyoperation thereof;
(b) there are no (i) pending or, to Seller has not received notice that the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely its operation violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the CompanyBuyer’s or any Consolidated Subsidiary’s use operation of an acute care hospital on the Owned Real Property for the operation as presently operated result in a violation of its business any applicable zoning ordinance or the value thereof]termination of any applicable zoning variance now existing, other than such proceedings, claims or matters and Seller has received no written notice that would not have a Material Adverse Effectthe buildings and improvements constituting the Owned Real Property are noncompliant in any material respect with any building codes;
(c) except Except as set forth described on Section 5.13(c) of the Disclosure ScheduleSchedule 3.11(c), there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has is subject to no Knowledge of any material violation of any covenantseasements, restrictions, easementsordinances, agreementsor such other limitations on title so as to make such property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, conditions, codes marketability or zoning ordinances affecting insurability of the Owned Real Property;
(d) Except as described on Schedule 3.11(d) and subject to any applicable “grandfathered” or other pre-existing rights and conditions under the Accessibility Laws (as hereafter defined), the Owned Real Property is in substantial compliance with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to compliance of any of the Owned Real Property with the Accessibility Laws;
(e) Except as described on Schedule 3.11(e), there are no outstanding options tenants or rights of first refusal to purchase, lease other persons or use such entities occupying any space in the Owned Real Property, other than pursuant to tenant leases described in Schedule 3.11(e) and, except as described on Schedule 3.11(e), no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(e);
(f) Schedule 3.11(f) sets forth a “rent roll” which sets forth for any leases to physicians at the Healthcare Facilities or other parties where Seller is the landlord: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of any then delinquent rental payments; (iv) a list of any material concessions granted to tenants; (v) a list of tenant deposits and a description of any application thereof, and (vi) a list of any uncured material defaults under the leases known to Seller;
(g) Except as described on Schedule 3.11(g), Seller has not received any written notice of any existing, proposed or contemplated plans to modify or realign any street or highway or any material portion thereof existing, proposed or interest thereincontemplated eminent domain proceeding that would result in the taking of all or any part of the Owned Real Property or that would materially and adversely affect the current use of any part of the Owned Real Property;
(h) Except as described on Schedule 3.11(h), the Owned Real Property is not located within a one hundred year flood plain or, to Seller’s Knowledge, an area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; and
(fi) neither Except as described on Schedule 3.11(i), to Seller’s Knowledge, the Company nor any Consolidated Subsidiary has received notice of, existing improvements located upon the Owned Real Property do not encroach upon adjacent premises or upon existing utility company easements and to existing restrictions are not violated by the Knowledge of improvements located on the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Sunlink Health Systems Inc)
Owned Real Property. Section 5.13 of (a) SCHEDULE 2.11 lists all owned real property used or held for use in the Disclosure Schedule contains a fullBusiness (the "OWNED REAL PROPERTY"). Seller has obtained and kept in full force and effect all licenses, complete permits and accurate list of approvals necessary for the property address use of all Owned Real Property, along with the specific entity that owns including but not limited to zoning of each parcel of Owned Real Property. With respect set forth in SCHEDULE 2.11 (or required to each piece of Owned Real Property:
(a) be set forth in SCHEDULE 2.11), which permits the Company or presently existing improvements, equipment and processes and the applicable Consolidated Subsidiary, as listed on Section 5.13 continuation of the Disclosure Schedule, has good and clear record and marketable fee simple title to business presently being conducted on such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;parcel.
(b) Seller is not in default under any Lien on the Owed Real Property and no waiver, indulgence or postponement of Seller's obligations thereunder has been granted by the holder thereof and there are exists no event of default or event, occurrence, condition or act (i) pending or, including but not limited to the Knowledge purchase of the CompanyPurchased Assets hereunder which) with the giving of notice, threatened condemnation proceedings relating to lapse of time or the happening of any further event or condition, would become a default under such Owned Real Property, (ii) pending or, to the Knowledge conditions under any such Lien. All of the Companybuildings, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of structures and appurtenances situated on the Owned Real Property listed in SCHEDULE 2.11 (or required to be set forth in SCHEDULE 2.11) necessary to the Business are in good operating condition and in a state of good maintenance and repair, are adequate and suitable for the purposes for which they are presently being used. None of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any material provision of its business any federal, state or local law, use, ordinance, rule or regulation (including but not limited to applicable building, land use, subdivision, zoning, wetlands, Occupational Safety and Health Act rules, air pollution, disposal of effluent waste, fire code and environmental laws, ordinances, rules and regulations), or encroaches on any property owned by others, the value thereof], other than such proceedings, claims or matters that consequences of which would not have a Material Adverse Effect;
. Seller has obtained and kept in full force and effect all licenses, permits and approvals necessary for the use and ownership of all such property and the business being conducted thereon, including but not limited to zoning of each parcel set forth in SCHEDULE 2.11 (c) except or required to be set forth in SCHEDULE 2.11), which permits the presently existing improvements and the continuation of the business presently being conducted on such parcel. Except as set forth on Section 5.13(c) of in SCHEDULE 2.11, no condemnation proceedings is pending or, to Seller's and Shareholder's best knowledge, information and belief, threatened which would preclude or impair the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of property by Seller for the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, purposes for which it is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Propertycurrently used.
Appears in 1 contract
Owned Real Property. Section 5.13 2.11(a) of the Disclosure Schedule contains Schedules lists all real property (by name and address or legal description) that is owned by a fullTransferred Company or any of its Subsidiaries or that is primarily used in the Business (the “Owned Real Property”). Except as set forth in Section 2.11(a) of the Disclosure Schedules, complete no Transferred Company nor any of its Subsidiaries owns or is subject to any agreement or option to own a fee simple interest, legally or beneficially, in any real property in Canada. Except as would not reasonably be expected to materially impair, and accurate list would not materially impair, the value of the property address to which they relate or the present use, occupancy, and/or operation of all such property, individually or in the aggregate, (i) a Transferred Company or one of its Subsidiaries has, or, prior to the Closing, will have, good, valid and marketable title to the Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, Property which shall be free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restrictionall Liens as of the Closing Date, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
Permitted Liens; (bii) there are no (i) existing, pending or, to the Knowledge of the CompanySellers, threatened condemnation expropriation, condemnation, eminent domain or similar proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
Property; (ciii) except as set forth on in Section 5.13(c2.11(a) of the Disclosure ScheduleSchedules, no member of the Seller Group, Transferred Company nor any of their Subsidiaries has leased or otherwise granted to any Person the right to use or occupy the Owned Real Property or any portion thereof (any such lease or grant, a “Third-Party Lease”); (iv) the Sellers have made available to Buyer a true and complete copy of each Third-Party Lease; (v) other than the right of Buyer pursuant to this Agreement, there are no leasesoutstanding options, subleases, licenses or agreements, written or oral, granting to any third party or parties the right International Paper - Business Use 13 rights of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options first offer or rights of first refusal to purchase, lease or use such purchase the Owned Real Property, Property or any material portion thereof or interest therein; and
and (fvi) neither the Company nor Owned Real Property is in compliance with the terms and provisions of any Consolidated Subsidiary has received notice ofrestrictive covenants, and to the Knowledge of the Companyeasements, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of agreements affecting such Owned Real Property.
Appears in 1 contract
Sources: Securities Purchase Agreement (International Paper Co /New/)
Owned Real Property. Section 5.13 of the Disclosure Schedule contains a full, complete and accurate list of The only Owned Real Property is the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Propertydescribed on Schedule 2.1(a)(xviii) hereto. With respect to each piece of the Owned Real Property:
(ai) the Company or the applicable Consolidated Subsidiary, as listed owner identified on Section 5.13 of the Disclosure Schedule, Schedule 4.12(a) has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard ratesthe parcel of real property, free and clear of any Lien (other than Permitted Encumbrances)Encumbrance, easement, environmental liencovenant, environmental use restriction, covenant or other restrictionrestrictions, except for recorded easements, covenants Permitted Encumbrances and other non-environmental restrictions those encumbrances listed on Schedule 4.20 which do not impair will be removed prior to the uses, occupancy or value transfer of such Owned Real Propertyreal property hereunder;
(bii) there are no (i) pending or, to the Knowledge of the CompanySeller Companies, threatened condemnation proceedings relating to such Owned Real Propertythreatened, (ii) pending orcondemnation, to the Knowledge of the Companyexpropriation, threatened litigation or other eminent domain proceedings, lawsuits or administrative actions relating to such the Owned Real Property or other matters adversely affecting the current use, occupancy or value thereof;
(iii) other matters affecting adversely the Company’s legal description for the parcel contained in the deed describes such parcel fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any Consolidated Subsidiary’s easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the Owned Real Property land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the operation of its business or the value thereof], other than such proceedings, claims or matters that would use thereof have not have a Material Adverse Effectbeen obtained;
(civ) except as set forth on Section 5.13(call facilities have received all approvals of governmental authorities (including licenses and permits) of required in connection with the Disclosure Scheduleownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations;
(v) there are no leases, subleases, licenses licenses, concessions, or other agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is other than tenants under any leases disclosed on Schedule 4.12(a) who are in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases space to which they are completely and accurately set forth on Section 5.13(c) of the Disclosure Scheduleentitled;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(evi) there are no outstanding options or rights of first refusal to purchase, lease or use such purchase the parcel of Owned Real Property, or any material portion thereof or interest therein;
(vii) there are no parties (other than the Seller Companies) in possession of the parcel of Owned Real Property, other than tenants under any leases disclosed in Schedule 4.12(a) who are in possession of space to which they are entitled;
(viii) all facilities located on the parcel of Owned Real Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of Owned Real Property; and
(fix) neither the Company nor any Consolidated Subsidiary Owned Real Property abuts on and has received notice ofdirect vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the Knowledge of the Company, there property is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Propertyprovided by paved public right-of-way with adequate curb cuts available.
Appears in 1 contract
Owned Real Property. Section 5.13 3.17 of the Stockholder Disclosure Schedule contains a full, complete and accurate list lists all real property owned by the Company or any of its subsidiaries or which the property address Company or any of all its subsidiaries has an option to purchase ("Owned Real Property, along with the specific entity that owns "). With respect to each such parcel of Owned Real Property. With respect to each piece , and except as set forth in Section 3.17 of Owned Real Propertythe Stockholder Disclosure Schedule:
(ai) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, such subsidiary has good and clear record and marketable fee simple title to such the Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restrictionall Liens and mechanics' and materialmen's liens, except for recorded easementsLiens set forth in Section 3.16 of the Stockholder Disclosure Schedule. The Company or such subsidiary is and always has been during its ownership of such Owned Real Property in possession of the Owned Real Property and has adequate rights of ingress and egress with respect to, covenants and may lawfully use and occupy, the Owned Real Property and all buildings, structures, facilities, fixtures and other improvements thereto (the "Improvements") for their existing uses. None of the Owned Real Property or the Improvements, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable Law or Order (whether or not permitted on the basis of prior non-environmental restrictions which do not impair conforming use, waiver or variance);
(ii) there are no pending or, to the usesknowledge of Stockholder, occupancy threatened condemnation or value other proceedings, lawsuits, arbitrations, mediations, or administrative actions relating to the Owned Real Property or entities owning same;
(iii) the Company has delivered to Purchaser prior to the execution of such this Agreement true and complete copies of all mortgages, deeds of trust, title insurance policies and similar documents, and all amendments thereof, with respect to the Owned Real Property;
(biv) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real PropertyProperty and the Improvements are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted and, in the reasonable good faith judgment of Stockholder, are adequate and suitable for the purposes for which they are properly being used;
(iiv) pending or, no entity has an option to purchase the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely an interest therein, except the Company or a subsidiary of the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(cvi) except as set forth the Improvements located on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real PropertyProperty have received all approvals of Governmental Authorities (including Permits) required in connection with the ownership and operation thereof, is and each facility has been operated and maintained in possession of all or any portion of accordance with applicable laws, rules and regulations;
(vii) the Company and its subsidiaries maintain adequate casualty and liability insurance with respect to its interest in the Owned Real Property under any unrecorded and leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(dviii) the Company has there are no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances easements and restrictions affecting the Owned Real Property;
(eix) there are no outstanding options existing improvement projects, alterations or rights of first refusal other work being performed to purchase, lease or use such the Owned Real Property, or any material portion thereof or interest therein; and
(fx) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge none of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real PropertyProperty exists in a flood plain.
Appears in 1 contract
Sources: Stock Purchase Agreement (Marketing Services Group Inc)
Owned Real Property. Section 5.13 of the Disclosure Schedule contains a full, complete and accurate list of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of the Owned Real Property:
(a) Except as described on Schedule 3.11(a), the Company Owned Real Property does not violate any applicable ordinance or other law, order, regulation, or requirement except any such violation which would not adversely affect in any material respect the use thereof as currently being used and has not received notice of condemnation or the applicable Consolidated Subsidiary, as listed on Section 5.13 like relating to any part of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant Property or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Propertyoperation thereof;
(b) there are no (i) pending or, to Seller has not received notice that the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely its operation violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the CompanyBuyer’s or any Consolidated Subsidiary’s use operation of an acute care hospital on the Owned Real Property for the operation as presently operated result in a violation of its business any applicable zoning ordinance or the value thereof]termination of any applicable zoning variance now existing, other than such proceedings, claims or matters and Seller has received no written notice that would not have a Material Adverse Effectthe buildings and improvements constituting the Owned Real Property are noncompliant in any material respect with any building codes;
(c) except Except as set forth described on Section 5.13(c) of the Disclosure ScheduleSchedule 3.11(c), there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has is subject to no Knowledge of any material violation of any covenantseasements, restrictions, easementsordinances, agreementsor such other limitations on title so as to make such property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, conditions, codes marketability or zoning ordinances affecting insurability of the Owned Real Property;
(d) Except as described on Schedule 3.11(d) and subject to any applicable “grandfathered” or other pre-existing rights and conditions under the Accessibility Laws (as hereafter defined), the Owned Real Property is in substantial compliance with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to compliance of any of the Owned Real Property with the Accessibility Laws;
(e) Except as described on Schedule 3.11(e), there are no outstanding options tenants or rights of first refusal to purchase, lease other persons or use such entities occupying any space in the Owned Real Property, other than pursuant to tenant leases described in Schedule 3.11(e) and, except as described on Schedule 3.11(e), no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(e);
(f) Schedule 3.11(f) sets forth a “rent roll” which sets forth for any leases at the Healthcare Facilities where Seller is the landlord: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of all then delinquent rental payments; (iv) a list of any material concessions granted to tenants; (v) a list of tenant deposits and a description of any application thereof, and (vi) a list of all uncured material defaults under the leases known to Seller;
(g) Except as described on Schedule 3.11(g), Seller has not received any written notice of any existing, proposed or contemplated plans to modify or realign any street or highway or any material portion thereof existing, proposed or interest thereincontemplated eminent domain proceeding that would result in the taking of all or any part of the Owned Real Property or that would materially and adversely affect the current use of any part of the Owned Real Property;
(h) Except as described on Schedule 3.11(h), the Owned Real Property is not located within a one hundred year flood plain or, to Seller’s Knowledge, an area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; and
(fi) neither Except as described on Schedule 3.11(i), to Seller’s Knowledge, the Company nor any Consolidated Subsidiary has received notice of, existing improvements located upon the Owned Real Property do not encroach upon adjacent premises or upon existing utility company easements and to existing restrictions are not violated by the Knowledge of improvements located on the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Sunlink Health Systems Inc)
Owned Real Property. Section 5.13 of the Disclosure (a) Schedule 1.1(a) contains a full, complete and accurate list of all the property address of all Owned Real Property.
(b) Seller will convey good and Marketable Title, along with such as is insurable by any reputable title insurance company, to the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restrictionall encumbrances, except for recorded easements, covenants restrictions and other non-environmental encumbrances of record or visible from the ground, applicable zoning laws, building restrictions which do and all other laws of duly constituted public authorities, grants of public rights of way, standard exceptions in the title insurance policy (except for those to be removed pursuant to Section 9.3), and liens for taxes and assessments not impair delinquent. Seller shall maintain in effect from the usesdate of this Agreement until the Closing Date, occupancy or value all property, liability, fire and casualty insurance in effect as of such Owned Real Property;
(b) there are no (i) pending or, the date hereof with regard to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending orincluding the structures, leasehold improvements and Fixed Assets relating to the Knowledge Branches.
(c) To the knowledge of Seller, Seller has not received any written notice of violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable environmental, zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property.
(d) To the knowledge of Seller, Seller has not received any written notice of a condemnation proceeding relating to the Branches.
(e) To Seller's knowledge, Seller has received no notice of any existing or pending special assessments affecting the Owned Real Property, which may be assessed by any governmental authority, water or sewer authority, drainage district or any other special taxing district.
(f) To Seller's knowledge, there are no outstanding agreements, options or commitments of any nature obligating Seller to transfer any of the CompanyBranches, threatened litigation or administrative actions relating to such Owned Real Property or (iii) rights or interests therein to any other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;party.
(cg) except as set forth on Section 5.13(c) of the Disclosure Schedule, To Seller's knowledge there are no leases, subleases, licenses or agreements, other rental agreements or occupancy agreements (written or oral, granting ) which grant any possessory interest in and to any third party space situated on or parties in the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of Property or that otherwise give rights with regard to the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion use of the Owned Real Property under or the Leased Facilities or any unrecorded leasesportion thereof, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately except as set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real PropertySchedule 4.4(g).
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Capital City Bank Group Inc)
Owned Real Property. Section 5.13 4.10(a) of the Disclosure Schedule contains a full, complete and accurate correct list of the all real property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) owned by the Company or any Subsidiary and all real property for which the applicable Consolidated Subsidiary, as listed Company or any Subsidiary has any option (other than options to purchase contained in real property leases described on Section 5.13 4.10(b) of the Disclosure Schedule, has good and clear record and marketable fee simple title ) or other right or obligation to such purchase (the "Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances"), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except . Except as set forth on in Section 5.13(c4.10(a) of the Disclosure Schedule, there are no leasesownership interest in any Owned Real Property or other real property reflected in the most recent Financial Statement has been disposed of, subleases, licenses and no real property has been acquired by the Company or agreements, written or oral, granting any Subsidiary since the date of the most recent Financial Statement. With respect to any third party or parties the right of use or occupancy of any portion of all such Owned Real Property, provided leases under negotiation the Company or the applicable Subsidiary, as the case may be, has good and marketable title in fee simple thereto, including all structures, plants, improvements, systems and fixtures thereon, free and clear of all Encumbrances whatsoever, except (i) as specifically disclosed in Section 4.10(a) of the Effective Date are Disclosure Schedule, (ii) liens for Taxes not included yet delinquent or due and payable, and (iii) easements, rights-of-way and similar covenants and restrictions of record and municipal and zoning ordinances and building use restrictions filed of record which do not in any material way impair the use of such property in the manner currently used or impair the Company's or the applicable Subsidiary's good and marketable title to such Owned Real Property (the matters described in the preceding clauses (ii) and (iii) being referred to herein as "Permitted Encumbrances," which term shall also include the matters so defined at Section 4.10(d) below). Except as set forth in Section 5.13(c4.10(a) but will be added if executed prior to Closing; no oneof the Disclosure Schedule, other than none of the owner of each parcel of structures, plants, buildings, improvements or systems located on any Owned Real PropertyProperty encroaches on any real property owned by others. Except as set forth in Section 4.10(a) of the Disclosure Schedule, is in possession of all or any portion none of the Owned Real Property under nor any unrecorded leasesportion thereof is subject to any lease, tenancy at will sublease, license, or otherwise; and all Consolidated Subsidiary other agreement, arrangement or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) understanding for its use or occupancy by any person other than the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Propertya Subsidiary.
Appears in 1 contract
Owned Real Property. Section 5.13 The Real Property is all of the Disclosure Schedule contains a full, complete and accurate list of real estate owned by the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real PropertyCompany. With respect to each piece of Owned the Real Property:
(ai) the Company or entity identified as the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, owner has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard ratesthe parcel of real property, free and clear of any Lien (other than Permitted Encumbrances)Security Interest, easement, environmental liencovenant, environmental use restrictionassessment, covenant or other restriction, except for (A) real estate taxes, installments of special assessments or governmental charges or similar liens, in each case that are not yet delinquent, or which are set forth on SCHEDULE 4(J)(I) and are being contested in good faith, (B) recorded easements, covenants covenants, and other non-environmental restrictions which do not impair the usescurrent use, occupancy occupancy, or value value, or the marketability of such Owned Real Propertytitle, of the property subject thereto, (C) Security Interests listed in SCHEDULE 4(J)(I) of the Disclosure Schedule, and (D) zoning and other restrictions imposed by Law;
(bii) there are no (iA) pending oror threatened condemnation proceedings, (B) pending or threatened litigation or administrative actions, or (C) other matters affecting adversely the current use, operation, occupancy or value thereof;
(iii) the legal description for the parcel contained in the deed or deeds conveying title thereof to the entity describes such parcel fully and adequately. Except as listed in SCHEDULE 4(J)(III), the buildings and improvements on the parcel listed in SCHEDULE 4(J)(I) are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning Laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land. The land does not serve any adjoining property for any purpose inconsistent with the use of the land, the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained, and access to the property is provided by paved public right-of-way with adequate curb cuts available;
(iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof, the lack of which would not have a material effect on operations of the Company and, to the Knowledge of the CompanyCompany and the Principal Shareholders, threatened condemnation proceedings relating to such Owned Real Propertyfacilities have been operated and maintained substantially in accordance with applicable Laws, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effectrules and regulations;
(cv) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses licenses, concessions, or other agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all real property or any portion of the Owned Real Property under any unrecorded leasesimprovements thereon, tenancy at will or otherwise; except for (A) such items as are recorded, and all Consolidated Subsidiary or Affiliate leases (B) such items that are completely and accurately set forth on Section 5.13(clisted in SCHEDULE 4(J)(V) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(evi) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Propertypurchase any parcel of real property, or any material portion thereof or interest therein;
(vii) there are no parties (other than the Company) in possession of the parcel of real property;
(viii) none of the real estate is the subject of a currently pending condemnation or eminent domain proceeding and the Company has not received any notice of the existence of any future condemnation or eminent domain proceeding with respect to any of the real property within two (2) years prior to the date hereof;
(ix) all facilities located on the parcel of real property are supplied with utilities and other services which the Company believes are necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property;
(x) each parcel of real property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property; (xi) no materials have been delivered to the parcel of real property, nor has any work or labor been performed on said real property during the last 90 days which has not been fully paid for, and no Person or corporation presently has any lien, or right of lien, against said real property for labor or materials; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.
Appears in 1 contract
Owned Real Property. Section 5.13 of the Disclosure Schedule contains 1.1(k) sets forth a full, complete and accurate list of the property address of all Owned Real Property, along with Property of Seller. Seller owns the specific entity that owns each parcel of Owned Real PropertyProperty in fee simple, free and clear of all Encumbrances other than the Encumbrances Securing Seller Indebtedness, each of which shall be terminated and released contemporaneously with Closing, and Permitted Real Property Encumbrances, if any. With respect to each piece of The Owned Real PropertyProperty will be conveyed at Closing to Buyer free and clear of all Encumbrances other than Permitted Real Property Encumbrances. For purposes hereof, the term "Permitted Real Property Encumbrances" shall mean:
(a) Statutory Encumbrances for current Taxes or other charges imposed by a Governmental Entity with respect to the Company Owned Real Property not yet due and payable or the applicable Consolidated Subsidiaryamount of validity of which is being contested in good faith by appropriate proceedings by Seller;
(b) Landlord's liens, as listed on Section 5.13 or mechanics', carriers', workers', repairers' and similar Encumbrances arising or incurred in the Ordinary Course of the Disclosure ScheduleBusiness for amounts which are not delinquent;
(c) Zoning, has good and clear record and marketable fee simple title to such Owned Real Propertyentitlement, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants building and other non-environmental restrictions which do not impair land use regulations imposed by Governmental Entities having jurisdiction over the uses, occupancy or value of such Owned Real Property;
(bd) there are no (i) pending orCovenants, conditions, restrictions, easements and other similar matters affecting title to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property that do not materially impair the occupancy or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the purposes for which it is currently used in connection with the operation of its business the Business as conducted or impair the value thereof], other than such proceedings, claims or matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting ability to sell any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of Property for such use; and
(e) Matters that would be disclosed by a survey which do not materially impair the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all occupancy or any portion use of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) for the purposes for which it is currently used in connection with the operation of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and
(f) neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property.Business
Appears in 1 contract
Owned Real Property. (a) Section 5.13 2.14 of the Disclosure Schedule contains a full, complete and accurate correct list of all material real property and appurtenant easements owned by each Group Subsidiary (the property address of all "Owned Real Property").
(b) Except as set forth in Section 2.14 of the Disclosure Schedule, along with the specific entity that owns each Group Subsidiary has good and marketable title to each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) the Company or the applicable Consolidated Subsidiary, Property identified as listed being owned by it on Section 5.13 2.14 of the Disclosure Schedule, has good and clear record and marketable fee simple title to such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(b) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or the value thereof]Liens, other than such proceedings, claims or matters that would Liens for Taxes (as defined below) not have a Material Adverse Effect;yet due.
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property;
(e) there There are no outstanding options or rights of first refusal to purchase, lease or use such purchase the Owned Real Property, or any material portion thereof or interest therein; and.
(d) The Owned Real Property, the Leased Real Property (as defined below) and appurtenant easements listed in Section 2.14 of the Disclosure Schedule include all of the land, buildings, offices and structures necessary to the conduct of the business of the Group as it is currently being conducted in the Territory.
(e) There are no proceedings in eminent domain or other similar proceedings pending or, to the knowledge of Stanhome, threatened, affecting any portion of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect.
(f) To the knowledge of Stanhome, the current use and operation of the Owned Real Property does not violate any applicable building, zoning, subdivision and other land use or similar laws, codes, ordinances, rules, regulations and orders of Governmental Entities (collectively, the "Real Property Law"), except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company Stanhome nor any Consolidated Subsidiary of the Group Subsidiaries has received any notice of, and to of violation or claimed violation of any Real Property Law. To the Knowledge knowledge of the CompanyStanhome, there is no proposed pending or pending proceeding anticipated change in any Real Property Law that would reasonably be expected to change or redefine the zoning classification of all or any portion of such Owned Real Propertyhave a Material Adverse Effect.
Appears in 1 contract