Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Fitlife Brands, Inc.), Merger Agreement (iSatori, Inc.)
Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries own any real propertyLEASED TO SELLER. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries Set forth on Schedule G hereto is a party to any agreement or option to purchase copy of each lease under which Seller is the lessee of --- any real property or interest therein.
(b) Each leasein connection with the Business, sublease and other agreement (collectively, the “Company Real Property Leases”) on Schedule G hereto is a ---------- description of each lease under which Seller is the Company lessee of any personal property in connection with the Business. Seller has delivered to Buyer a true, correct and complete copy of each lease identified on Schedule G. The premises ---------- or property described in said leases are presently occupied or used by Seller as lessee under the terms of such leases. Except as set forth on Schedule U, all ---------- rentals due under such leases have been paid and there exists no default under the terms of any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, such leases and no event has occurred or circumstance exists which, with upon passage of time or the giving of notice, or both, would result in any event of default or prevent Seller from exercising and obtaining the benefits of any rights or options contained therein. Seller has all right, title and interest of the lessee under the terms of said leases, free of all liens and all such leases are valid and in fill force and effect. Except as set forth on Schedule 0, no ---------- consent is necessary for the assignment to Buyer of such leases under which Seller is lessee, Upon the Closing, Buyer will have all right, title and interest of the lessee under the terms of such leases, free of all liens. There is no default or basis for acceleration or termination under, nor has any event occurred nor does any condition exist which, with the passage of timetime or the giving of notice, or both, would constitute a material breach default or basis for acceleration under any underlying lease, agreement, mortgage or deed of trust which default under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to or basis for acceleration would adversely affect any lease described on Schedules U or the terms property or use of the Company Real Property Leasesproperty covered by such lease. --- Subject to any consent required of a lessor as set forth on Schedule U, in each parcel there ---------- will be no default or basis for acceleration under any such underlying lease, agreement, mortgage or deed of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment trust as a result of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Propertytransactions provided for in this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (VGTel, Inc.), Asset Purchase Agreement (VGTel, Inc.)
Real and Personal Property. (a) Neither Section 4.20(a) of the Company nor any Disclosure Letter sets forth a complete list of its Subsidiaries own any all real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to properties that are owned by the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Owned Real Property LeasesProperty”) under which ). All of the real property leased by the Company or any of its the Company Subsidiaries uses or occupies or has is identified in Section 4.20(a)(i) of the right to use or occupy any real property Company Disclosure Letter (the “Company Leased Real Property”). The Company and the Company Subsidiaries have good and marketable title to, or valid leasehold interests in, all real properties owned, used or occupied by them except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary and usual course of business and except for defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and are not reasonably expected to materially interfere with its ability to conduct its business as currently conducted. All such properties, other than properties in which the Company or any Company Subsidiary has leasehold interests, are free and clear of all Liens except for Permitted Liens. None of the Company or any of the Company Subsidiaries has an option to purchase any real property.
(i) All leases of the Company Leased Real Property are identified in Section 4.20(a)(i) of the Company Disclosure Letter, and true and complete copies thereof have been delivered to Parent. Each of such leases has been duly authorized and executed by the Company or the Company Subsidiary party thereto, is valid, binding and in full force and effect. Neither effect and constitutes the Company nor any of its Subsidiaries is currently subleasinglegal, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part valid and binding obligation of the Company oror the Company Subsidiary party thereto, if applicableand is enforceable in accordance with its respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Company or the Company Subsidiary party thereto has not received notice of any default under any of its Subsidiaries orsaid leases, nor, to the Knowledge of the Company, the landlord thereunder, exists under has any Company Real Property Lease, and no event has occurred or circumstance exists whichthat, with the giving of notice, notice or the passage of time, or both, would constitute give rise to such a material breach or default. To the Knowledge of the Company, the other party to each of said leases is not in default under any of said leases and there is no event which, with notice or the passage of time, or both, would give rise to such a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms default.
(ii) Except as set forth in Section 4.20(a)(ii) of the Company Disclosure Letter, all premises constituting a part of the Company Owned Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under such are in good operating condition and repair and there are no material defects in the physical condition of any land, buildings or improvements constituting part of the Company Owned Real Property Lease or the Company Leased Real Property that, individually or in the aggregate, would materially impair the usefulness to the Company or any Company Subsidiary, as appropriate, of the Company Owned Real Property or the Company Leased Real Property for its current purposes.
(iii) None of the Company or any of the Company Subsidiaries has received any notice from any Governmental Entity of any violation of any Applicable Law, Order or Permit issued with respect to any Company Owned Real Property or Company Leased Real Property that has not been disturbedheretofore corrected and no such violation exists that could have a material adverse effect on the operation of any Company Owned Real Property or Company Leased Real Property. As All improvements located on or constituting part of any Company Owned Real Property or Company Leased Real Property and the use and operation thereof by the Company or the Company Subsidiaries are in compliance in all material respects with all Applicable Laws or Permits. None of the date hereof, neither Company or any of the Company nor any of its Subsidiaries has received any notice of any pending, real estate Tax deficiency or assessment and, to the Knowledge of the Company, there is no threatenedproposed deficiency, condemnation proceeding claim or assessment with respect to any of the Company Owned Real Property or the Company Leased Real Property, or any pending or threatened condemnation thereof.
(iv) None of the Company or any of the Company Subsidiaries leases or subleases any real or personal property as lessor or sublessor.
(b) The Financial Statements reflect all of the assets and properties, real and personal, used by the Company and the Company Subsidiaries in their respective businesses or otherwise held by the Company or any of the Company Subsidiaries. The Company and the Company Subsidiaries have good and valid title to all assets and properties included in the Financial Statements or thereafter acquired, in each case free and clear of any Lien, except for Liens for Taxes not yet due and payable. The Company has provided to Parent a true and complete list of each of the assets or properties of the Company and the Company Subsidiaries consisting of personal property.
Appears in 2 contracts
Sources: Merger Agreement (Illinois Tool Works Inc), Merger Agreement (CFC International Inc)
Real and Personal Property. (a) Neither Each of the Company nor any of its Subsidiaries own any real property. Neither and the Company nor any of its Subsidiaries has valid and marketable title to all the properties and assets which it purports to own (nor any predecessor personal, tangible and intangible) and which are material, individually or in the aggregate, to the Company or any Company's business as currently conducted, including, without limitation, all the properties and assets reflected in the Balance Sheet (except for personal property sold in the ordinary course of its Subsidiaries) have ever owned any real property. Neither business consistent with past practice since the Balance Sheet Date), and all the properties and assets purchased by the Company nor any and the Company Subsidiaries since the Balance Sheet Date which are material, individually or in the aggregate, to the Company's business as currently conducted. All such properties and assets are free and clear of its Subsidiaries is a party to any agreement or option to purchase any real property or interest thereinall Encumbrances, other than Permitted Encumbrances.
(b) Each Section 3.15(b) of the Company Disclosure Schedule sets forth a complete list of all real property leased by the Company and the Company Subsidiaries as of the date hereof. None of the Company and any Company Subsidiary owns or operates, or has ever owned or operated, any real property. Except as disclosed in Section 3.15(b) of the Company Disclosure Schedule, the Company is not a party to any lease, sublease and other agreement (collectively, the “Company Real Property Leases”) assignment or similar arrangement under which the Company is a lessor, assignor or otherwise makes available for use by any third party any portion of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is . All such leases are valid, binding and enforceable in accordance with their terms (except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), and are in full force and effect. Neither , there are no existing defaults by the Company nor or any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries orSubsidiary thereunder and, to the Knowledge knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event of default has occurred which (whether with or circumstance exists which, with the giving of without notice, lapse of time or the passage happening or occurrence of time, or both, any other event) would constitute a material breach or default under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Propertythereunder.
Appears in 2 contracts
Sources: Merger Agreement (Orbitz Inc), Merger Agreement (Cendant Corp)
Real and Personal Property. (a) Neither the Company nor any of its the Company Subsidiaries own owns any real property. Neither All of the Company nor any of its Subsidiaries (nor any predecessor to real property leased by the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(bidentified in Section 4.17(a) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which of the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property Disclosure Letter (the “Company Leased Real Property”). The Company and the Company Subsidiaries have valid leasehold interests in all real properties used or occupied by them except for such as are no longer used or useful in the conduct of its businesses. None of the Company or any of the Company Subsidiaries has an option to purchase any real property.
(i) All leases of the Company Leased Real Property are identified in Section 4.17(a)(i) of the Company Disclosure Letter, and true and complete copies thereof have been delivered to Parent. Each of such leases has been duly authorized and executed by the Company or the Company Subsidiary party thereto, is valid, binding and in full force and effect. Neither effect and constitutes the Company nor any of its Subsidiaries is currently subleasinglegal, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part valid and binding obligation of the Company oror the Company Subsidiary party thereto, if applicableand is enforceable in accordance with its respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or the Company Subsidiary party thereto has not received notice of any default under any of its Subsidiaries orsaid leases, nor, to the Knowledge of the Company, the landlord thereunder, exists under has any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, notice or the passage of time, or both, would constitute give rise to such a material breach or default, other than such default as has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, the other party to each of said leases is not in default under any of said leases and there is no event which, with notice or the passage of time, or both, would give rise to such a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms default.
(ii) Except as set forth in Section 4.17(a)(ii) of the Company Real Property LeasesDisclosure Letter, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment premises constituting a part of the Company Leased Real Property under such are in good operating condition and repair and there are no material defects in the physical condition, normal wear and tear excepted, of any land, buildings or improvements constituting part of the Company Leased Real Property Lease that would materially impair the usefulness of such Property for its current purposes.
(iii) None of the Company or any of the Company Subsidiaries has received any notice from any Governmental Entity of any violation of any Applicable Law, Order or Permit issued with respect to any Company Leased Real Property that has not been disturbedheretofore corrected and no such violation exists which is reasonably likely to have a Company Material Adverse Effect. As All improvements located on or constituting part of any Company Leased Real Property and the use and operation thereof by the Company or the Company Subsidiaries are in compliance in all material respects with all Applicable Laws or Permits. None of the date hereof, neither Company or any of the Company nor any of its Subsidiaries has received any notice of any pending, real estate Tax deficiency or assessment and, to the Knowledge of the Company, there is no threatenedproposed deficiency, condemnation proceeding claim or assessment with respect to any of the Company Leased Real Property, or any pending or threatened condemnation thereof.
(iv) Except as set forth in Section 4.17(a)(iv) of the Company Disclosure Letter, none of the Company or any of the Company Subsidiaries leases or subleases any real or personal property as lessor or sublessor. All buildings or structures occupied by the Company or any of the Company Subsidiaries are of a general type or nature customarily used for office and commercial purposes in the applicable geographic area.
(b) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) the Financial Statements reflect all of the assets and properties, real and personal, used by the Company and the Company Subsidiaries in their respective businesses or otherwise held by the Company or any of the Company Subsidiaries; and (ii) the Company and the Company Subsidiaries have good and valid title to all assets and properties included in the Financial Statements or thereafter acquired, in each case free and clear of any Lien, except for Liens for Taxes not yet due and payable.
Appears in 2 contracts
Sources: Merger Agreement (Click Commerce Inc), Merger Agreement (Illinois Tool Works Inc)
Real and Personal Property. 5.5.1. Except as has not had and would not reasonably be expected to have a Material Adverse Effect, each of the Steel Heddle Companies has valid title to all of its material personal property, and such material personal property is not subject to any Lien except as set forth on Schedule 5.
5.1. Except as has not had and would not reasonably be expected to have a Material Adverse Effect, (ai) Neither the Company nor all material leases and licensing agreements for personal property ("Personalty Leases") leased or licensed by any of its Subsidiaries own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding Steel Heddle Companies are valid and in full force force; (ii) the Steel Heddle Companies have performed in all material respects all obligations required to be performed by them under such Personalty Leases; and effect. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and (iii) no event has occurred or circumstance condition exists whichwhich constitutes or, with the giving of notice, notice or the passage of time, time or both, would constitute a material breach default by any of the Steel Heddle Companies as lessee or default licensee under a such Personalty Leases.
(a) Attached as Schedule 5.5.2 is the address and legal description of all real property owned by the Company or any Subsidiary (the "Owned Real Property LeaseProperty"). The Company and each of or its Subsidiaries applicable Subsidiary has a good and valid leasehold interest, marketable title in and to all of the Owned Real Property subject to no Liens, or other licences, material encroachments, encumbrances or other defects in title (collectively, the terms of the Company "Real Property Liens") except for those listed on Schedule 5.5.2(a).
(b) Attached as Schedule 5.5.2(b) is a list of all leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (the "Leases") relating to the lease or sublease of real property to, in each parcel or the occupancy of any real property by, any Steel Heddle Company (the "Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, "; the Owned Real Property and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property are collectively referred to herein as the "Real Property") to which the Company or any Subsidiary is a party. Except as has not had and would not reasonably be expected to have a Material Adverse Effect, (i) all Leases to the Steel Heddle Companies are valid and in full force and effect; (ii) the Steel Heddle Companies have performed in all material respects all obligations required to be performed by them under such Company Real Property Lease has not been disturbed. As Leases; and (iii) 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 of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real PropertySteel Heddle Companies as lessee under such Lease.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Steel Heddle Group Inc), Stock Purchase Agreement (Steel Heddle International Inc)
Real and Personal Property. (a) The Company and the Company Subsidiaries do not own any real property.
(b) Section 3.7(b) of the Company Disclosure Schedule sets forth a complete list of all real property leased or occupied as of the date hereof by the Company or any of the Company Subsidiaries (the "Real Property"), for each of which the Company has made available a complete and accurate copy of the lease agreement, along with all amendments to Parent or its counsel. The leases for Real Property in which the amount of rental payments that the Company or any Company Subsidiary is required to make on an annual basis exceeds $500,000 are identified on Section 3.7(b) of the Company Disclosure Schedule with an asterisk (*) (the "Identified Leases").
(c) Neither the Company nor any of its Subsidiaries own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries Subsidiary is a party to any agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectivelysublease, the “Company Real Property Leases”) assignment or similar arrangement under which the Company or any Company Subsidiary is a lessor, sublessor, assignor or otherwise makes available for use by any third party any portion of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”.
(d) is All leases of the Company and the Company Subsidiaries (i) are valid, binding and enforceable in accordance with their terms, (ii) are in full force and effect. Neither , and (iii) to the Company's Knowledge, were negotiated on an arms' length basis, and there are no existing material defaults by the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, Subsidiary thereunder and no event of default has occurred which (whether with or circumstance exists which, with the giving of without notice, lapse of time or the passage happening or occurrence of time, or both, any other event) would constitute a material breach or default under a Company Real Property Lease. thereunder.
(e) The Company and each of its the Company Subsidiaries has a good and valid leasehold interesttitle to all of its properties, subject to interests in properties and assets, real and personal, reflected in the terms Company Balance Sheet or acquired after the date of the Company Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Company Balance Sheet in the ordinary course of business, consistent with past practices), or with respect to Real Property LeasesProperties and assets, in each parcel of Company Leased Real Propertyvalid leasehold interests in, free and clear of all LiensEncumbrances, except (i) Encumbrances for Company Permitted Lienscurrent Taxes not yet due, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use or value of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of (iii) liens securing debt which are reflected on the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real PropertyBalance Sheet.
Appears in 2 contracts
Sources: Merger Agreement (Business Objects Sa), Merger Agreement (Crystal Decisions Inc)
Real and Personal Property. (a) Neither the No Group Company nor any of its Subsidiaries own owns any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”Section 3.18(b) under which of the Company or Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property leased by any of its Subsidiaries uses or occupies or has the right to use or occupy any real property Group Companies (the “Company Leased Real Property”) and all Real Property Leases pursuant to which any Group Company is valida tenant or landlord as of the date of this Agreement. True and complete copies of all such Real Property Leases (including all material amendments, binding extensions, renewals and guaranties with respect thereto) have been made available to Tailwind. Each Real Property Lease is in full force and effect. Neither the Company nor any of its Subsidiaries effect and is currently subleasinga valid, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part legal and binding obligation of the applicable Group Company orparty thereto, if applicableenforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by any of its Subsidiaries Group Company or, to the Knowledge of the Company’s knowledge, the landlord thereunder, exists any counterparty under any Company Real Property Lease, and and, to the Company’s knowledge, no event has occurred which (with or circumstance exists which, with the giving without notice or lapse of notice, the passage of time, time or both, ) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a Company material modification or acceleration thereof, by any counterparty to any Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its SubsidiariesGroup Companies’ possession and quiet enjoyment of the Company Leased Real Property under such Company any Real Property Lease has not been materially disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, and to the Knowledge of the Company’s knowledge, there is are no threatened, condemnation proceeding material disputes with respect to any Real Property Lease.
(c) Each Group Company Leased Real Propertyhas good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material assets and properties of the Group Companies reflected in the Company Signing Financial Statements or thereafter acquired by the Group Companies, except for assets disposed of in the ordinary course of business.
Appears in 1 contract
Sources: Business Combination Agreement (Tailwind Acquisition Corp.)
Real and Personal Property. (a) Neither the Company nor any Schedule 4.10(a) sets forth a complete and accurate list and description of its Subsidiaries own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any all real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which owned by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Owned Real Property”) and all real property leased by the Company or any of its Subsidiaries (the “Leased Real Property”). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the “Leases”) and true and complete copies thereof have been delivered to MergerCo. Except as set forth on Schedule 4.10(a) or as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and marketable title to all of the Owned Real Property. With respect to each Lease listed on Schedule 4.10(a), except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect:
(i) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity;
(ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is valid, binding and in full force and effect. Neither ; and
(iii) neither the Company nor such Subsidiary is in material default under any of its Subsidiaries is currently subleasingsaid Leases, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries ornor, to the Knowledge of the Company’s knowledge, the landlord thereunder, exists under has any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, notice or the passage of time, or both, would constitute give rise to such a material breach default by the Company or default under a Company Real Property Lease. The such Subsidiary, as applicable.
(b) Except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, the Company and each of its Subsidiaries has a have good title to all of their tangible personal property and valid leasehold interest, subject to assets shown on the terms Base Balance Sheet or acquired after the date of the Company Real Property Leases, in each parcel of Company Leased Real PropertyBase Balance Sheet, free and clear of all Liensany Encumbrances, except for Company Permitted Liens, and (i) assets which have been disposed of since the Company’s or its Subsidiaries’ possession and quiet enjoyment date of the Company Leased Real Property under such Company Real Property Lease has Base Balance Sheet in the ordinary course of business, (ii) Encumbrances reflected in the Base Balance Sheet, (iii) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not been disturbed. As materially detract from the value or materially interfere with the present or presently contemplated use of the date hereofassets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, neither individually or in the aggregate, a Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real PropertyMaterial Adverse Effect and (iv) Encumbrances for current Taxes not yet due and payable.
Appears in 1 contract
Real and Personal Property. (a) Neither the Company nor any Schedule 3.17(a) sets forth a true, correct and complete list of its Subsidiaries own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any addresses for all real property or interest therein.
for which fee simple ownership is held by a Group Company (b) Each leaseeach, sublease and other agreement (collectively, the an “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Owned Real Property”) is valid). The applicable Group Company has good, binding valid and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right marketable fee simple title to use or occupy a material portion of a Company Leased each Owned Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Propertycase, free and clear of all Liens, except for Company Permitted Liens. There is no pending legal proceeding to take by eminent domain any material part of any Owned Real Property, and no Group Company has received written notice of any threatened legal proceeding to take by eminent domain any material part of any Owned Real Property. No Group Company has granted any outstanding options, rights of first offer or rights of first refusal to purchase any such Owned Real Property or any portion thereof or interest therein in favor of any third party. Other than as set forth Schedule 3.17(a), no Group Company has leased or otherwise granted to any person the right to use or occupy any Owned Real Property (other than customer contracts entered into in the Ordinary Course of Business).
(b) Schedule 3.17(b) sets forth a true, correct and complete list of addresses for each IWG Site that is leased, subleased or otherwise used or occupied by a Group Company’s or its Subsidiaries’ possession and quiet enjoyment of , other than the Company Owned Real Properties (collectively, the “Leased Real Property under such Property”). A Group Company holds a valid and existing leasehold, subleasehold, Easement, license, or sublicense or other similar valid interest in each parcel of Leased Real Property Lease Property. The Company has not been disturbed. As made available to Buyer a true, correct and complete copies, as of the date hereof, neither of each Site Lease. Except as set forth on Schedule 3.17(b):
(i) Each of the Site Leases is a legal, valid and binding obligation of the relevant Group Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge Company’s knowledge, each of the Companyother parties thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity);
(ii) The relevant Group Company has a valid leasehold or license interest, free and clear of all Liens, other than Permitted Liens, in and to the Leased Real Property;
(iii) The relevant Group Company is in compliance with all applicable easement maintenance obligations and upkeep covenants;
(iv) The relevant Group Company enjoys peaceful and undisturbed possession of the Leased Real Property and is current in the payment of rent as set forth in each of the Site Leases and there are no past due amounts for rent, revenue share obligations or other fees or charges or claims against any deposits (and no Group Company is obligated to pay additional rent, charges or other amounts to any of the ground lessors for past due amounts that will be payable in any period subsequent to the Closing Date);
(v) No Group Company has violated in any material respect any provision of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a material default under the provisions of a Site Lease;
(vi) As of the date of this Agreement, no Group Company has received any correspondence or notice from any counterparty to a Site Lease giving notice of a default or an event of default thereunder or an intention to terminate or renegotiate such agreement prior to the expiration of the then current term;
(vii) Other than as may be provided by the Site Leases or the Tower Leases, there is are no threatenedleases, condemnation proceeding subleases, licenses or other occupancy agreements (written or oral) which grant any possessory interest in or to the Tower Structures or the Improvements located on the IWG Sites, or which grant other rights with respect to the use of the Tower Structures or the Improvements located on the IWG Sites; and
(viii) The relevant Group Company has not collaterally assigned or granted any other security interest in such Site Leases or any interests therein.
(c) Except as set forth on Schedule 3.17(c):
(i) Each of the Tower Leases is a legal, valid and binding obligation of the relevant Group Company and, to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity);
(ii) No Group Company has violated in any material respect any provision of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a material default under the provisions of a Tower Lease;
(iii) As of the date of this Agreement, no Group Company has received any correspondence or notice from any counterparty to a Tower Lease giving notice of a material default or an event of default thereunder or an intention to terminate or renegotiate such agreement prior to the expiration of the then current term;
(iv) (A) each tenant has accepted possession of its premises under its Tower Lease, (B) as of the Latest Balance Sheet Date, the Group Companies are collecting the rent set forth in each Tower Lease on a current basis and there are no past due amounts thereunder and there are no rent setoffs or withholdings related to such Tower Leases; (C) except as expressly set forth in the Tower Leases, and except those which, individually or in the aggregate, would not be material to the Group Companies, no tenant is entitled to any rental concessions or abatements in rent for any period subsequent to the Closing Date; and (D) except as expressly set forth in the Tower Leases, there are no security deposits or prepaid rentals under any of the Tower Leases; and
(v) The relevant Group Company has not collaterally assigned or granted any other security interest in such Tower Leases or any interests therein.
(d) Except as disclosed on Schedule 3.17(d), as of the date of this Agreement, the Group Companies collectively own or hold under valid leases all Tower Sites, material machinery, equipment and other tangible personal property, including radials, guy anchors, transmitting buildings and related improvements and other material items of personal property (excluding, for the avoidance of doubt, Intellectual Property Rights) (the “Personal Property”) necessary for the conduct of their businesses as currently conducted, free and clear of all Liens except for Permitted Liens. The Personal Property is in all material respects in good operating condition and repair (ordinary wear and tear excepted) and suitable and adequate for continued use in the manner it is being presently used.
(e) There are no (i) adverse physical conditions or (ii) latent defects affecting any Owned Real Property or Leased Real Property, including any and all improvements thereon, other than adverse conditions or defects that would be repaired as identified in the Ordinary Course of Business, in each case, except where such adverse physical condition or latent effect, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(f) Schedule 3.17(f) lists each Owned Real Property or Leased Real Property for which a Group Company holds an owner title insurance policy insuring the applicable Group Company with respect to such Owned Real Property or Leased Real Property (each, a “Title Policy”). No claim has been made against any Title Policy in effect of the Tower Sites, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No Group Company has received any written notice, and the Company has no knowledge, that any Title Policy is not in full force and effect.
(g) Schedule 3.17(g) lists each Owned Real Property or Leased Real Property which is under construction as of the date hereof. Except as set forth in Schedule 3.17(g) or as would not have a Company Material Adverse Effect, a Group Company has obtained any required construction permits with respect to such Owned Real Property or Leased Real Property
(h) The Owned Real Property, the Leased Real Property, the Easements and the IWG Excluded Buildings comprise all of the material real property used in the business of the Group Companies as currently conducted.
(i) Schedule 3.17(i) lists each IWG Excluded Building that is leased by a Group Company (each, an “Excluded Leased Building”). Each Excluded Leased Building is subject to a lease (an “Excluded Building Lease”) that provides for a legal, valid and binding obligation of the relevant Group Company and, to the Company’s knowledge, such lease is, with respect to each of the other parties thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). None of the Group Companies has received any written notice of any material default under any Excluded Building Lease and, to the knowledge of the Company as of the date hereof, no condition that exists that, with notice or lapse of time or both, could constitute a default by any Group Company under any Excluded Building Lease.
Appears in 1 contract
Sources: Securities Purchase Agreement (American Tower Corp /Ma/)
Real and Personal Property. (a) Neither Except as disclosed in the Commission Documents, the Company and its Subsidiaries have good and marketable title to the Owned Real Property, free and clear of all Liens, except Permitted Liens. Except as disclosed in the Commission Documents, there are no Liens disclosed on existing policies of title insurance or existing surveys for any Owned Real Property that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Owned Real Property has the benefit of all material easements and rights of way, required to use and operate the Owned Real Property in all material respects in the manner in which the Owned Real Property is currently being used and operated by the Company and its Subsidiaries. Except as disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries own has since January 13, 2022 received written notice of any real propertyproposed special assessment that would reasonably be expected to materially and adversely affect the Owned Real Property. Neither Except as disclosed in the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither Commission Documents, neither the Company nor any of its Subsidiaries is a party to any an agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasingleasing, licensing or otherwise granting any Person the right to use or occupy the Owned Real Property, including any subtenants, which lease, license or grant is currently in effect or granted a security interest in the Owned Real Property which security interest is currently in effect (other than Permitted Liens), and the Owned Real Property is not made available for use by any third party. There are not pending or, to the Company’s Knowledge, threatened condemnation proceedings related to any of the Owned Real Property which would have a material portion of a Company Leased Real Property. No uncured default of a material nature adverse impact on the part ability to use the Owned Real Property for the operation of the Business as currently conducted.
(b) Except as disclosed in the Commission Documents, each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company oror one of its Subsidiaries party thereto, if applicableenforceable in accordance with its terms against the Company or one of its Subsidiaries and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), except where the failure to be in full force and effect or a valid, legal and binding obligation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, there is no material breach or default by the Company or any of its Subsidiaries or, to the Knowledge of the Company’s Knowledge, the landlord thereunder, exists any third party under any Company Real Property Lease, and and, to the Company’s knowledge, no event has occurred which (with or circumstance exists which, with the giving without notice or lapse of notice, the passage of time, time or both, ) would constitute a material breach or default under or would permit termination of, or a Company material modification or acceleration thereof by any party to such Real Property Lease. The Company and Leases in each of its Subsidiaries has case if such event would have a good and valid leasehold interest, subject material adverse impact on the ability to the terms of use any real property leased by the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice (collectively, the “Leased Real Property”) for the operation of any pendingthe Business as currently conducted.
(c) Except as disclosed in the Commission Documents, andthe Company and its Subsidiaries have good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the Knowledge material assets and properties of the Company and its Subsidiaries DOCPROPERTY "CUS_DocIDChunk0" used or held for use in the operation of the Company’s Business, there is no threatenedexcept for assets disposed of in the ordinary course of business, condemnation proceeding with respect and such material assets and properties constitute all of the material assets and properties of, or used by, the Company and its Subsidiaries to any operate the Business of the Company Leased Real Propertyand its Subsidiaries in the same manner as presently conducted.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Gelesis Holdings, Inc.)
Real and Personal Property. (a1) Neither the The Company nor any of its Subsidiaries does not own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b2) Each leaseSection 3.01(q)(2) of the Disclosure Schedule contains a true and complete list of all material real property leases, sublease subleases and other agreement (collectively, the “Company Real Property Leases”) under occupancy agreements to which the Company or any of its Subsidiaries uses or occupies or has is a party (together with all amendments, modifications, supplements, renewals and extensions related thereto, the right to use or occupy any “Leases,” and the space and real property (subject to the Leases, the “Company Leased Real Property”) is valid), binding and in full force and effect. Neither the Company nor any has made available to Parent a true and complete copy of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property each such Lease. The Company and each or one of its Subsidiaries has a good and valid leasehold interest, subject title to the terms of the Company Real Property Leases, leasehold estate in each parcel of Company all Leased Real Property, free and clear of all Liens, Liens (except for Company Permitted Liens). Each Lease is valid, binding and enforceable upon the Company or the Subsidiary that is a party thereto, and, to the Company’s Knowledge, each other party thereto, and is in full force and effect (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or its Subsidiariesaffecting creditors’ possession rights or by general equity principles), except where any failure to be valid, binding and quiet enjoyment of enforceable and in full force and effect has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. There is neither any existing default or violation by the Company Leased Real Property or any of its Subsidiaries under such Company Real Property any Lease has nor, to the Company’s Knowledge, any existing default or violation by any counterparty to any Lease, except those defaults or violations that have not been disturbedhad, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. As of the date hereofof this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of any pendingdefault or event that with notice or lapse of time, andor both, would constitute a default by the Company or any of its Subsidiaries under any Lease, except those defaults that have not had, and would not reasonably be expected to the Knowledge of the Companyhave, there is no threatened, condemnation proceeding a Material Adverse Effect with respect to the Company. Neither the Company nor any of its Subsidiaries has assigned, sublet, transferred or otherwise conveyed any interest in any Lease.
(3) Other than scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, the Leased Property and all material improvements located thereon are in good operating condition and repair and do not require material repair or material replacement in order to serve their intended purposes in the Ordinary Course of Business.
(4) The Company Leased Real Propertyor one of its Subsidiaries has good and valid title to, or a valid leasehold estate in, all personal property and assets reflected in the December 31, 2008 balance sheet contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, except (A) for properties or assets subsequently sold, and leases subsequently terminated, in the Ordinary Course of Business or otherwise as expressly permitted by this Agreement or (B) as has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.
Appears in 1 contract
Real and Personal Property. (a) Neither Schedule 3.9(a) includes a listing and description of the Real Property of each Company, which Real Property comprises all of the real property owned or leased by such Company. Each Company nor owns good, record and insurable and indefeasible fee or leasehold title and any of its Subsidiaries own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor related permanent easement right to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature as set forth on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real PropertySchedule 3.9(a), free and clear of all LiensLiens other than Permitted Encumbrances. Except as disclosed on Schedule 3.9(a), neither each Seller nor the Company in which such Seller owns an Interest has violated any applicable Law, except for Company Permitted Lienswhere such violation will not have and could not reasonably be expected to have a Material Adverse Effect, and there is no condemnation, assessment or any similar action, relating to any part of the Real Property or the operation thereof. All of the Real Property owned or leased by each Company and all of the buildings, improvements and fixtures thereon are structurally sound with no material defects, are in good operating condition and repair (subject to normal wear and tear) and are adequate for the uses to which they are being put. All necessary utilities are available to such Company’s Real Property and are adequate to operate such Real Property in the manner in which it is currently operating. Except as disclosed in Schedule 3.9(a) and except for tenants’ leasehold rights pursuant to Tenant Leases, there are no parties in possession of, or its Subsidiaries’ possession and quiet enjoyment claiming any possession, adverse or not, to any portion of such Company’s Real Property as lessees, tenants at sufferance, trespassers or otherwise. There have not been any changes in the title to the Real Property which such Company owns or leases since the date of the Title Policy other than those reflected in the Title Searches.
(b) Schedule 3.9(b) includes a complete and accurate list of each item of Personal Property of each Company Leased Real having a net book value greater than Five Thousand Dollars ($5,000). Each Company’s Personal Property under such is in good operating condition and repair (subject to normal wear and tear). Except as disclosed on Schedule 3.9(b), since the Balance Sheet Date, each Company Real Property Lease has not been disturbedsold or otherwise disposed of any material item or items of Personal Property. As of the date hereofClosing, neither all Personal Property that is owned by each Company will be free and clear of any Lien other than Permitted Encumbrances. No Person other than the Company nor that owns or leases the Real Property owns any Personal Property situated on such Real Property, except for (i) items leased or licensed by such Company or improvements to items leased or licensed by such Company pursuant to leases or licenses identified on Schedule 3.10, (ii) personal property of its Subsidiaries has received notice of any pendingsuch Company’s visitors or lessees, and, to the Knowledge and (iii) personal property of the Company, there manager under the Management and Leasing Agreement to which such Company is no threatened, condemnation proceeding with respect to any Company Leased Real Propertya party.
Appears in 1 contract
Sources: Contribution and Purchase Agreement (Care Investment Trust Inc.)
Real and Personal Property. (a) Neither Schedule 4.9(a) sets forth the Company nor any common street address and descriptions of its Subsidiaries own any all real propertyproperty owned by each Acquired Entity (the “Owned Real Property”). Neither With respect to each Owned Real Property, other than the Company nor any right of its Subsidiaries (nor any predecessor Buyer pursuant to the Company this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property portion thereof or interest therein.
(b) Each leaseSchedule 4.9(b) sets forth a true, sublease correct and other agreement (collectively, the “Company Real Property Leases”) under which the Company or any complete list of its Subsidiaries uses or occupies or has the right to use or occupy any leases of real property (the “Company Leased Real Property”) to which any Acquired Entity is a party (the “Leases”). Each of the Leases is in full force and effect and such Acquired Entity holds a valid and existing leasehold or subleasehold interest under each of the Leases. Sellers have delivered to Buyer complete and accurate copies of each of the written Leases, including all amendments and modifications thereto. Schedule 4.9(b) contains a description of all material terms of all oral Leases referred to therein, including all amendments and modifications thereto. With respect to each Lease:
(i) the Lease is legal, valid, binding binding, enforceable and in full force and effect. Neither the Company nor any of effect in accordance with and subject to its Subsidiaries is currently subleasingterms, licensing except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature other Laws affecting creditors’ rights generally and limitations on the part availability of equitable remedies and other matters affecting the Company or, if applicable, any of its Subsidiaries orlandlord’s interests;
(ii) no Acquired Entity nor, to the Knowledge of the CompanyAcquired Entities, any other party to the landlord thereunderLease, exists under any Company Real Property Leaseis in breach or default, and no event has occurred or circumstance exists which, with the giving of notice, the passage notice or lapse of time, or both, would constitute such a material breach or default or permit termination, modification or acceleration under the Lease, except for those breaches and defaults that have not resulted in and which will not result in, either individually or, in the case of a Company series of related breaches and defaults, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief;
(iii) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer, in the case of any written Lease, or are set forth on Schedule 4.9(b), in the case of any oral Lease;
(iv) there are no disputes between the parties to the Lease; and
(v) no Acquired Entity has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.
(c) Except with respect to the property described on Schedule 4.9(c), all components of all buildings, equipment, structures and other improvements included within the Real Property Lease. The Company (the “Improvements”) are in good repair and in good condition to operate the Acquired Entities’ businesses as currently operated and, to the Acquired Entities’ Knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere with the use, occupancy or operation thereof as currently used, occupied or operated, except for any such interference that has not resulted in and which will not result in, individually or in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief.
(d) Except with respect to the property described on Schedule 4.9(d) and the Owned Real Property, each of its Subsidiaries Acquired Entity has a good and marketable title to, or a valid leasehold interestinterest in, subject to the terms of the Company Real Property Leasesall real and personal property owned, in each parcel of Company Leased Real Propertyleased or used by it, wherever located, free and clear of all LiensEncumbrances (other than Permitted Encumbrances and Encumbrances set forth on Schedule 4.9(d)) and such property and assets are in good condition and repair (ordinary wear and tear expected) and are fit for use in the Ordinary Course of Business.
(e) The Acquired Entities own or lease, except under valid leases, all assets and properties (whether real or personal, tangible or intangible) necessary for Company Permitted Liens, the conduct of their businesses as presently conducted. The Real Property identified on Schedule 4.9(a) and the Company’s or its Subsidiaries’ possession and quiet enjoyment Schedule 4.9(b) comprise all of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As real property used in the businesses of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real PropertyAcquired Entities.
Appears in 1 contract
Sources: Stock Purchase Agreement (Roadrunner Transportation Services Holdings, Inc.)
Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries own owns any real property. Neither the Company nor any Schedule 4.10(a) sets forth a list of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any all real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which leased by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company "Leased Real Property”"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (each a "Lease" and collectively, the "Leases") and true, correct and complete copies thereof (including any renewal or default notices delivered thereunder) have been made available to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a):
(i) the Company or a Subsidiary of the Company, as applicable, has a valid and enforceable leasehold interest to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is validsought in a proceeding at law or in equity);
(ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, binding as applicable, and is in full force and effect. Neither ;
(iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of its Subsidiaries is currently subleasingsaid Leases, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries ornor, to the Knowledge of the Company's knowledge, the landlord thereunder, exists under has any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, notice or the passage of time, or both, would constitute give rise to such a material breach default by the Company or default under a such Subsidiary, as applicable; and
(iv) the Company Real Property Lease. The has not received any notice from the landlord that the Company or its Subsidiaries will be required to remove any installations or improvements made to the leased premises.
(b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed and separately identified in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries has a have good title to all of their tangible personal property and valid leasehold interest, subject to assets shown on the terms Base Balance Sheet or acquired after the date of the Company Real Property Leases, in each parcel of Company Leased Real PropertyBase Balance Sheet, free and clear of all Liensany Encumbrances, except for Company Permitted Liens(i) Encumbrances specifically disclosed and separately identified in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges incurred in the ordinary course of business consistent with past practice and that are not delinquent or past due, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the Company’s ordinary course of business consistent with past practice that are not delinquent or its Subsidiaries’ possession past due, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business consistent with past practice in connection with workers' compensation, unemployment insurance and quiet enjoyment other social security legislation or to secure liability to insurance carriers, (v) Encumbrances set forth on Schedule 4.10(b) and (vi) Encumbrances of public record or imperfections of title that would not, individually or in the aggregate, reasonably be expected to have an adverse impact on the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of and its Subsidiaries has received notice of in any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Propertymaterial respect.
Appears in 1 contract
Sources: Merger Agreement (Fisher Scientific International Inc)
Real and Personal Property. (ai) Neither Section 6G(i) of the Company nor any Disclosure Letter sets forth the address of its Subsidiaries own any real property. Neither the Company nor any each parcel of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Owned Real Property. No uncured default The Owned Real Property and the Leased Real Property constitutes all of a material nature on the part real property used or necessary for the operations of the Company or, if applicable, any of and its Subsidiaries or, as currently conducted. With respect to the Knowledge each parcel of the Company, the landlord thereunder, exists under any Company Owned Real Property LeaseProperty, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, except for matters that would constitute a material breach or default under not have a Company Real Property Lease. Material Adverse Effect:
(A) The Company and each or one of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Propertymarketable fee simple title, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment Encumbrances;
(B) except as set forth in Section 6G(i)(B) of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereofDisclosure Letter, neither the Company nor any of its Subsidiaries has received notice leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and
(C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any pendingportion thereof or interest therein.
(D) to the Knowledge of the Company, no material physical or mechanical defects exist in any building or improvements, including any hospital, located on any Owned Real Property;
(E) except as set forth in Section 6G(i)(E) of the Company Disclosure Letter, all agreements or contracts made by the Company or the Subsidiaries for any improvements to the Real Property have been fully paid and there are no mechanic’s or materialman’s liens arising from any labor or material furnished to such Owned Real Property;
(F) except as set forth in Section 6G(i)(F) of the Company Disclosure Letter, no part of the Owned Real Property is currently subject to condemnation proceedings, and, to the Knowledge of the Company, no condemnation or taking is threatened or contemplated;
(G) no public improvements exist that may result in special assessments against or otherwise affect the Owned Real Property;
(H) no Owned Real Property is in violation in any material respect of any zoning, public health, building code or other similar Laws applicable to such property or to the ownership, occupancy and/or operation thereof, nor does there is no threatenedexist any waiver, condemnation proceeding variance, special permit, special exception or other exemption relating to any Owned Real Property with respect to any non-conforming use or other zoning or building code matters; and
(I) except as disclosed on any surveys made available by the Company to Buyer prior to the date of this Agreement, to the Knowledge of the Company, no portion of the Owned Real Property is presently included within any Federal Emergency Management Agency (“FEMA”) flood zone other than zone B, C or X.
(ii) Section 6G(ii) of the Company Disclosure Letter sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such parcel of Leased Real Property. Each of the Leases is in full force and effect, and a complete copy of each of the Leases (including any amendments thereto) has been provided to Buyer. Neither the Company nor any of its Subsidiaries has received written notice of any material default under any of the Leases which has not been cured or waived. Except (a) as set forth on Section 6G(ii) of the Company Disclosure Letter, and (b) as may arise from consummation of the transactions contemplated hereby, no event has occurred where any applicable cure period has expired, which would allow the other party thereto to terminate or accelerate performance under or otherwise modify (including upon the giving of notice or the passage of time) any of such Leases. Except as set forth in Section 6G(ii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has subleased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof.
(iii) Except (a) as set forth on Section 6G(iii) of the Company Disclosure Letter attached hereto, (b) as set forth on the Latest Balance Sheet and (c) for Permitted Encumbrances, the Company or one of its Subsidiaries owns, free and clear of all Liens, or has a contract, license or lease to use, all of the personal property and assets shown on the Latest Balance Sheet, acquired thereafter or located on its respective premises (collectively, the “Assets”). The Assets constitute all of the assets necessary to conduct the Business as currently conducted by the Company and its Subsidiaries. To the Knowledge of the Company, all of the tangible Assets are in good working order and operating condition (subject to reasonable wear and tear). Neither the Company nor any of its Subsidiaries hold any Assets on consignment nor are any Assets held at any location other than at the addresses set forth on Sections 6G(i) and 6G(ii) of the Company Disclosure Letter.
Appears in 1 contract
Sources: Acquisition Agreement (Acadia Healthcare Company, Inc.)
Real and Personal Property. (a) Neither the The Company nor any of its Subsidiaries does not own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) Each leaseSECTION 3.17(B) of the Disclosure Letter contains a true and complete list of all real property leased, sublease and other agreement (collectivelysubleased, the “Company Real Property Leases”) under which licensed or otherwise occupied by the Company (or Seller or any of its Subsidiaries uses Affiliates, on behalf of the Company, with respect to the Company's business) or occupies its personnel as a tenant, subtenant or has pursuant to other occupancy arrangements. True and complete copies of all written agreements pertaining to such real property to which the right Company (or Seller or any of its Affiliates, on behalf of the Company, with respect to use or occupy the Company's business) is a party pertaining to such real property (each a "REAL PROPERTY LEASE" and any real property subject to a Real Property Lease, the "LEASED REAL PROPERTY") (other than Real Property Leases which have been terminated or expired and pursuant to which there is not any remaining liability) as of the “date hereof have been delivered to Purchaser.
(c) The Company (or Seller or its Affiliates, if applicable) has valid leasehold estates in all Leased Real Property”.
(d) Each Real Property Lease is valid, binding and in full force and effect. Neither effect and is valid and enforceable in accordance with its terms (subject to the Remedies Exception), and there is no material default under any Real Property Lease either by the Company nor any of (or Seller or its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company orAffiliates, if applicable, any of its Subsidiaries ) or, to the Knowledge of the CompanySeller's Knowledge, the landlord thereunderby any other party thereto, exists under any Company Real Property Leaseand, and to Seller's Knowledge, no event has occurred or circumstance exists whichthat, with the lapse of time or the giving of notice, the passage of time, notice or both, would constitute a material breach default by the Company (or default under a Seller or its Affiliates, if applicable) thereunder.
(e) There does not exist any pending or, to Seller's Knowledge, threatened condemnation or eminent domain proceedings that affect any Leased Real Property, and the Company (or Seller or its Affiliates, if applicable) has not received any written notice of the intention of any Governmental Authority to take or use any Leased Real Property. All Leased Real Property Lease. is in good condition and repair, reasonable wear and tear excepted.
(f) The Company and each of its Subsidiaries has a good and valid leasehold interest, subject title to the terms all of the Company Real Property Leases, in each parcel of Company Leased Real Propertyits material tangible personal property, free and clear of all Liens, except for Company Encumbrances other than Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real PropertyEncumbrances.
Appears in 1 contract
Sources: Stock Purchase Agreement (Nuance Communications, Inc.)
Real and Personal Property. (a) Neither Except as set forth in Schedule 3.13(a), none of the Company nor any of its Subsidiaries Entities own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither None of the Company nor Entities have any options to purchase real property. Set forth in Schedule 3.13(a) is a list of (i) all Owned Real Property (and the Property Affiliates) and (ii) all real property previously owned in fee by the Property Affiliates or any of its Subsidiaries is their respective predecessors that was at any time leased to a party to Company Entity or that was at any agreement or option to purchase any real property or interest thereintime otherwise used by a Company Entity (the “Historical Real Property”).
(b) Each leaseThe Property Affiliates own and have good, sublease marketable and other agreement (collectively, indefeasible title to the “Company applicable Owned Real Property Leases”) under which the Company or and any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Propertyimprovements thereon, free and clear of all Liens, except for Company Permitted Liens.
(c) Sellers have made available to Buyer a true and correct copy of all Real Property Leases, and Schedule 3.13(c) sets forth a list of all Leased Real Property and all Real Property Leases. Each Real Property Lease is valid and in full force and effect, is unmodified and represents the Company’s or its Subsidiariesentire agreement related thereto between the applicable Company Entity and the applicable lessor. The Company Entities and the Property Affiliates and, to Sellers’ possession Knowledge, the applicable third-party lessor are not in default of their respective obligations under any Real Property Lease. With respect to each Real Property Lease listed in Schedule 3.13(c):
(i) each Company Entity, as applicable, has a valid and quiet enjoyment enforceable leasehold interest to the leasehold estate in the Real Property granted to such Company Entity pursuant to the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity;
(ii) the Real Property Leases have been duly authorized and executed by the applicable Company Entity and, if applicable, any Property Affiliates; and
(iii) none of the Company Entities and, if applicable, any Property Affiliates, has assigned, sublet, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Real Property Leases.
(d) No Person other than the Company and the U.K. Affiliate has the right to use the Real Property and there are no shared facilities or services at the Real Property.
(e) Each parcel of Owned Real Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel, and access is provided by paved, gravel, dirt or other improved public right-of-way. Each parcel of Leased Real Property under such Company abuts on and has direct vehicular access to a public road, or has access to a public road via rights granted to the tenant in the applicable Real Property Lease has not been disturbed. As that are coextensive with the term of the date hereofapplicable Real Property Lease, neither the Company nor any and access is provided by paved, gravel, dirt or other improved public right-of-way.
(i) The improvements on each parcel of its Subsidiaries has received notice of any pending, Owned Real Property and, to Sellers’ Knowledge, each parcel of Leased Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the Knowledge business operated thereon to be operated in the Ordinary Course of Business; (ii) the current use of the Owned Real Property and, to Sellers’ Knowledge, each parcel of Leased Real Property, by the Company, there is the U.K. Affiliate and the Property Affiliates does not violate in any material respect any Lien; (iii) each Owned Real Property and, to Sellers’ Knowledge, each parcel of Leased Real Property has a valid Certificate of Occupancy for all improvements thereon, complete copies of which have been made available to Buyer; and (iv) the Real Property constitutes all of the real property used in connection with the business of the Company and the U.K. Affiliate.
(g) There are no threatenedpending or, to Sellers’ Knowledge, threatened condemnation proceeding proceedings with respect to any Company Leased Real Property. Except as set forth in Schedule 3.13(g), there are no options, rights of first refusal, rights of pre-emption, preferential purchase rights or similar rights in effect for any Person to purchase any of the Owned Real Property.
(h) The current use and operation of each parcel of Owned Real Property and, to Sellers’ Knowledge, Leased Real Property is in material compliance with all applicable zoning, building codes and other land use Laws imposed by any Governmental Authority regulating the use or occupancy of such Real Property or the activities conducted thereon.
(i) The Company and the U.K. Affiliate have good and valid title to, or a valid right to use the personal property, and assets owned or leased by, respectively, the Company and the U.K. Affiliate, respectively, free and clear of all Liens, other than Permitted Liens.
(j) The personal property and assets owned or leased by the Company and the U.K. Affiliate constitute all of the material personal property and assets used, held for use or intended to be used in connection with the business of the Company and the U.K. Affiliate, and are adequate and sufficient, in all material respects, to conduct such business as it is currently conducted.
Appears in 1 contract
Real and Personal Property. (a) Neither the Company nor any Schedule 4.10(a) sets forth a true and complete list of its Subsidiaries own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest thereinall Owned Real Property.
(b) Each leaseSchedule 4.10(b) sets forth a list of all Leased Real Property, sublease identifying for each parcel the tenant thereof. True and other agreement complete copies of all leases relating to Leased Real Property identified on Schedule 4.10(b) (collectively, the “Company Real Property Leases”) under which the have been made available to Parent.
(c) The Company or any of its Subsidiaries uses or occupies or has a Subsidiary owns good, clear, insurable and marketable fee title to the right Owned Real Property and good, clear insured leasehold title to use or occupy any real property (the “Company Leased Real Property”) is valid, binding together with all appurtenances and in full force rights thereto, which ownership interests, as of the Effective Time, will be free and effectclear of any and all mortgages, deeds of trust, material security interests, mechanics or other liens or encumbrances, subject only to Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is currently subleasingThe existing water, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature sewer, gas and electricity lines, storm sewer and other utility systems on the part of the Company or, if applicable, any of its Subsidiaries orReal Property are, to the Knowledge of the Company, adequate to serve the landlord thereunderutility needs of the Real Property as of the Effective Time. The Real Property comprises all of the real property currently used in connection with the business conducted by the Company or the Subsidiaries.
(d) Except as set forth on Schedule 4.10(d), exists with respect to the Real Property:
(i) there are no tenants or other persons or entities occupying any space in the Owned Real Property, other than the Subsidiaries;
(ii) neither the Company nor any the Subsidiaries has received any written notice of any pending or threatened eminent domain proceeding that would result in the taking of any portion of any such property or that would adversely affect the current use, enjoyment or value of any such property; and
(iii) there will be no incomplete construction projects affecting any such property as of the Effective Time.
(e) With respect to each Lease listed on Schedule 4.10(b):
(i) the Company or a Subsidiary of the Company, as applicable, has a valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity;
(ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable;
(iii) neither the Company nor such Subsidiary is in material default under any Company Real Property Leaseof said Leases, and no nor, to the Company’s knowledge, has any event has occurred or circumstance exists which, with the giving of notice, notice or the passage of time, or both, would constitute give rise to such a material breach default by the Company or default such Subsidiary;
(iv) except as set forth on Schedule 4.10(e)(iv), there are no renegotiations, attempts to renegotiate or outstanding rights to negotiate any amount to be paid or payable to or by the tenant under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interestsaid Leases, subject and, to the terms Knowledge of the Company Real Property LeasesCompany, in each parcel of Company Leased Real Propertyno landlord intends to not renew said Leases on substantially the same terms; and
(v) since November 30, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof2010, neither the Company nor any of its Subsidiaries has received notice assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease.
(f) The Company and each of its Subsidiaries has good and marketable title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any pendingEncumbrances except (i) as set forth on Schedule 4.10(f) or as specifically disclosed in the Base Balance Sheet, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding (ii) with respect to any leased personal property, (iii) for assets which have been disposed of since the date of the Base Balance Sheet in the ordinary course of business, (iv) for Permitted Encumbrances, (v) for Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty.
(g) Except as set forth on Schedule 4.10(g), the Real Property and personal property owned by the Company Leased Real Propertyand the Subsidiaries are in good operating condition and repair (normal wear and tear excepted).
Appears in 1 contract
Real and Personal Property. (a) Neither Except as disclosed in the Commission Documents, the Company and its Subsidiaries have good and marketable title to the Owned Real Property, free and clear of all Liens, except Permitted Liens. Except as disclosed in the Commission Documents, there are no Liens disclosed on existing policies of title insurance or existing surveys for any Owned Real Property that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Owned Real Property has the benefit of all material easements and rights of way, required to use and operate the Owned Real Property in all material respects in the manner in which the Owned Real Property is currently being used and operated by the Company and its Subsidiaries. Except as disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries own has since December 31, 2021 received written notice of any real propertyproposed special assessment that would reasonably be expected to materially and adversely affect the Owned Real Property. Neither Except as disclosed in the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have ever owned any real property. Neither Commission Documents, neither the Company nor any of its Subsidiaries is a party to any an agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasingleasing, licensing or otherwise granting any Person the right to use or occupy the Owned Real Property, including any subtenants, which lease, license or grant is currently in effect or granted a security interest in the Owned Real Property which security interest is currently in effect (other than Permitted Liens), and the Owned Real Property is not made available for use by any third party. There are not pending or, to the Company’s Knowledge, threatened condemnation proceedings related to any of the Owned Real Property which would have a material portion of a Company Leased Real Property. No uncured default of a material nature adverse impact on the part ability to use the Owned Real Property for the operation of the Company’s business as currently conducted.
(b) Except as disclosed in the Commission Documents, each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company oror one of its Subsidiaries party thereto, if applicableenforceable in accordance with its terms against the Company or one of its Subsidiaries and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), except where the failure to be in full force and effect or a valid, legal and binding obligation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, there is no material breach or default by the Company or any of its Subsidiaries or, to the Knowledge of the Company’s Knowledge, the landlord thereunder, exists any third party under any Company Real Property Lease, and and, to the Company’s knowledge, no event has occurred which (with or circumstance exists which, with the giving without notice or lapse of notice, the passage of time, time or both, ) would constitute a material breach or default under or would permit termination of, or a Company material modification or acceleration thereof by any party to such Real Property Lease. The Company and Leases in each of its Subsidiaries has case if such event would have a good and valid leasehold interest, subject material adverse impact on the ability to the terms of use any real property leased by the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending(collectively, and, to the Knowledge “Leased Real Property”) for the operation of the Company’s business as currently conducted.
(c) Except as disclosed in the Commission Documents, there is no threatenedthe Company and its Subsidiaries have good, condemnation proceeding with respect marketable and indefeasible title to, or a valid leasehold interest in or license or right to any use, all of the material assets and properties of the Company Leased Real Propertyand its Subsidiaries used or held for use in the operation of the Company’s business, except for assets disposed of in the ordinary course of business, and such material assets and properties constitute all of the material assets and properties of, or used by, the Company and its Subsidiaries to operate the business of the Company and its Subsidiaries in the same manner as presently conducted.
Appears in 1 contract
Real and Personal Property. (a) Neither the Owned Real Property. No Group Company nor any of its Subsidiaries own any real property. Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company owns or any of its Subsidiaries) have has ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) Each lease, sublease and other agreement (collectively, the “Company Leased Real Property Leases”Property. Section 3.17(b) under which of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property leased, licensed, subleased, or otherwise used or occupied, or permitted to be used or occupied by any of its Subsidiaries uses or occupies or has the right to use or occupy any real property Group Companies (the “Company Leased Real Property”) and all Real Property Leases (and the name and date of the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company is valida tenant, binding licensee, subtenant, sublicensee, or other occupant as of the date of this Agreement. True and complete copies of all such Real Property Leases have been made available to PTIC II. Except in each case as would not have, or would not be reasonably expected to have a Company Material Adverse Effect, each Real Property Lease is in full force and effecteffect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Neither Except in each case as would not have, or would not be reasonably expected to have a Company Material Adverse Effect or as set forth in Section 3.17(b) of the Company nor Disclosure Schedules (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property Leases, will not result in a breach of its Subsidiaries is currently subleasing, licensing or default under any Real Property Leases or otherwise granting cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Group Company to its respective Leased Real Property has not been disturbed, (iii) there is no dispute, breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, and (iv) no Group Company has leased, subleased, licensed, or otherwise granted any Person the right to use or occupy a any material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens, and the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under such Company or any portion thereof and (v) the Leased Real Property Lease has not been disturbed. As comprise all of the date hereofproperty used or intended to be used in, neither or otherwise related to, the Company nor any of its Subsidiaries has received notice of any pending, and, to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real PropertyBusiness.
Appears in 1 contract
Sources: Business Combination Agreement (Proptech Investment Corp. Ii)