Personal and Real Property Clause Samples

Personal and Real Property. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, free and clear of all Liens, other than Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which the Company or any of its Subsidiaries leases (as lessee) or occupies real property (the “Real Property Leases”; the property covered by the Real Property Leases is referred to herein as the “Leased Real Property”). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) has any such condemnation, expropriation or taking been proposed to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other party thereto, is in default under any Real Property Lease, and no event has occurred which, with the giving of notice or passage of time, would constitute such a default by the Company or its Subsidiaries, or to the Knowledge of the Company, any other party thereto. The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any of the Leased Real Property.

Personal and Real Property. (a) Other than as described in Schedule 4.14(a), the Seller owns no real property. (b) Schedule 4.14(b) sets forth the Real Property Agreements to which the Seller and/or the General Partner are a party in connection with the Project Real Property and any option, amendments, or renewal in respect thereof (the “Project Real Property Agreements”), which such schedule sets forth (i) the legal description of the Project Real Property, (ii) the original parties to each Project Real Property Agreement, and (iii) all amendments with respect to each Project Real Property Agreement. (c) The interests of the Seller in all Project Real Property Agreements set forth in Schedule 4.14(b) (other than those set forth in Section D of Schedule 4.14(b)) are insured under the existing owner’s title insurance policy or policies for the Project set forth on Schedule 4.14(c) (“Title Policies”). (d) The Seller has good and valid title, or a good and valid leasehold interest, in all Project Real Property described in Schedule 4.14(b) subject to the terms and conditions of the Project Real Property Agreements and good and valid title to, or a valid leasehold in, all of its tangible personal property and assets free and clear of all Liens, except for Permitted Liens. (e) With respect to the Project Real Property it leases or to which it has the right to use and occupy, the Seller has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Real Property Agreements under which it is leasing or occupying property in accordance with the terms and conditions of the relevant Project Real Property Agreement, subject to the Permitted Liens. Seller Parent has Made Available to Purchaser, true and complete copies of all Project Real Property Agreements. All rents and other payments under the Project Real Property Agreements have been paid in full to the extent due, no waiver, indulgence or postponement of the Seller’s obligations has been granted by the counterparty to the applicable Project Real Property Agreement, and to the Knowledge of the Seller Parent, all of the covenants required to have been performed by the Seller and counterparty under the Project Real Property Agreement have been performed in all material respects. (f) Except as set forth in Schedule 4.14(f), each of the Project Real Property Agreements (i) has been duly authorized, executed and delivered by the Seller and, to the Knowledge of Seller Parent, any other party thereto; (ii) co...

Personal and Real Property. (a) Cratos and each Subsidiary have valid title to all of their personal property (other than leased or licensed personal property), and such personal property is not subject to any Lien except as set forth on Schedule 4.5(a). Copies of all leases and licensing agreements for personal property (“Personalty Leases”) leased or licensed by Cratos or any Subsidiary have been made available to Buyer. Cratos and each Subsidiary have performed all material obligations required to be performed by them under such Personalty Leases, and no event or condition exists which constitutes or, with the giving of notice or the passage of time or both, would constitute a material default by Cratos or any Subsidiary as lessee or licensee under such leases. (b) Neither Cratos nor any Subsidiary owns any real property. Each lease of real property (the “Real Property Leases”) leased to Cratos and the Subsidiaries is valid and in full force and effect. Cratos and each Subsidiary have performed all material obligations required to be performed by them under such Real Property Leases, and no event or condition exists which constitutes or, with the giving of notice or passage of time or both, would constitute a material default by any Subsidiary as lessee under such Real Property Leases. Cratos and the Subsidiaries have made available to Buyer copies of the Real Property Leases and any amendments thereto.

Personal and Real Property. (a) Each Group Company validly owns or leases all: (1) assets, whether personal or real, tangible or intangible, which are material to the operation of the Business, subject only to disposals in the ordinary course of business since the Reference Date; (2) real property the net book value of which exceeds US$500,000 as reflected in the Audited Consolidated Accounts are owned free and clear of any Encumbrance, other than as collateral security for liabilities set forth in the Audited Consolidated Accounts (including in connection with the Existing Facilities) or for liabilities incurred in the ordinary course of business, or for easements, servitude or similar encumbrances that do not significantly restrict the current use of such real property; (3) items of machinery and equipment of the Group Companies of which the net book value exceeds US$500,000 as reflected in the Audited Consolidated Accounts are not subject to any Encumbrance, other than as collateral security for liabilities set forth in the Audited Consolidated Accounts (including in connection with the Existing Facilities) or for liabilities incurred in the ordinary course of business or for Encumbrances that do not significantly restrict the current use of such assets. (b) Schedule 7.2.7(b) of the Disclosure Letter identifies each lease agreement in respect of real property providing for a yearly rental payment in excess of US$500,000 per property, to which a Group Company is a party (whether as a landlord or tenant). (c) Schedule 7.2.7(c) of the Disclosure Letter sets forth each lease agreement in respect of items of machinery and equipment, providing for a yearly rental payment in excess of US$500,000, to which a Group Company (whether as a lessor or a lessee) is a party. (d) None of the Group Companies has received any written notice from any party to any of the lease agreements referred to in Clause 7.2.7(b) and Clause 7.2.7(c) of such party’s intent to terminate any such agreement prior to the end of such agreement’s term.

Personal and Real Property. The Company leases all of the real property and owns all personal property used in the operation of the Company's business, free and clear of all Liens, except as set forth in Schedule 3.1.14. Each lease listed in Schedule 3.1.14 is in full force and effect, and the Company is not in material default under any of such lease, nor has any event occurred which, with the giving of notice or the lapse of time, or both, would constitute a default under any such lease by the Company. The Company has furnished to KHC a true and complete copy of all such leases.

Personal and Real Property. Each Borrower hereby assigns and grants to Lender, a continuing Lien on and security interest in, upon and to all assets of such Borrower, including but not limited to the following Property, all whether now existing or hereafter acquired, created or arising and wherever located:

Personal and Real Property. (a) Schedule 5.8(a) sets forth a true and complete list of all Machinery with a fair market value as of the date of this Agreement equal to or exceeding $100,000. The Seller has (i) good title to the Machinery, free and clear of all Liens (other than Permitted Liens), and all Machinery is in working condition and good repair, normal wear and tear excepted, and (ii) a valid and enforceable leasehold interest under each Personal Property Lease. The Seller will transfer to K▇▇▇ at the Closing good and valid title to the Machinery and the Personal Property Leases, free and clear of all Liens (other than Permitted Liens). The Seller has delivered or otherwise made available to K▇▇▇ true and complete copies of the Personal Property Leases listed on Schedule 2.1(a)(ii), together with all amendments, modifications or supplements thereto. (b) The Seller has good fee title to the Owned Real Property included in the Assets, free and clear of all Liens (other than Permitted Liens and Permitted Exceptions). Other than in the ordinary course of business, there are no parties other than the Seller in possession of any part of the Owned Real Property and, other than in the ordinary course of business, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of the Owned Real Property or any portion thereof. The Seller has not granted, nor, to the Knowledge of the Seller, are there any rights or options to acquire the Owned Real Property or any portion thereof or any interest therein by any Person. All material Improvements are in good operating condition and repair, reasonable wear and tear excepted. (c) Schedule 5.8(c) sets forth a complete list and the location of all Owned Real Property. To the Knowledge of the Seller, there are no material proceedings, claims, disputes or conditions affecting any Owned Real Property that may interfere with the use of such property as currently used. To the Knowledge of the Seller, none of the Owned Real Property nor any other Asset is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Seller, has any such condemnation, expropriation or taking been proposed. (d) Except as would not be reasonably likely to result in a Material Adverse Effect, the Seller has not received any notice of, or other writing re...

Personal and Real Property. All items of personal and real --------------------------- property (other than real property comprising Excluded Assets) owned or leased by the Companies and the Partnership or used in the business operations of the Companies and the New York Business, will be transferred to Purchaser at Closing, in the condition set forth in subparagraphs (a), (b) and (c) below: (a) Attached hereto, made a part hereof and marked Schedule 2.4 (a) is a listing of all those items used in the New York Business and described in subparagraphs "i" and "ii," organized by Company and by subparagraph. (i) All rolling stock, including motor vehicles, trucks, front and rear end loaders, and compactors used in each Company's business operations together with information as to the make, description of body and chassis, model number, serial number and year of each such vehicle, all of which are owned or leased by each Company, as listed on Schedule 1.5(b) and all of the vehicles are, in all material respects, in reasonably good and working condition, normal wear and tear excepted, and adequate for the Companies' conduct of day-to-day operations, except as noted on Schedule 2.4(a)(i); (ii) All Containers, bailers, scales, and extruders used in each Company's business operations are in reasonably good condition, normal wear and tear excepted, except as noted on Schedule 2.4(a)(ii);all containers used in each Company's business operations having a size of 10 yards or greater together with information as to container size are listed on Schedule 2.4(a)(ii); (b) All other items of personal property owned, leased or used by the Companies, including, without limitation, all radios, compactors, recycling equipment, furniture, office equipment and other equipment used in each Company's business operations, the inventory of parts, tires and accessories maintained by each Company, and the shop tools used by each Company are in reasonably good, and, as applicable, working condition, in all material respects, normal wear and tear excepted, except as noted on Schedule 2.4(b); and (c) Schedule 2.4(c) describes each interest in Real Property owned or leased by each Company and the Partnership including the location and a brief description thereof, the lessor of any such leased property and a copy of each lease and other agreement under which any such property is held. Such real estate and the premises located thereon occupied by each Company are sufficient for its business and operational requirements ...

Personal and Real Property. 10.01 Personal and real property procured with these funds will be used for the purpose of the Agreement and will remain the property of the SUB-AWARDEE. SUB-AWARDEE will adhere to all property management and resale procedures and property accountability requirements as published in OMB 2 CFR 200.