Real and Personal Property. (a) Each of the Company and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary owns any real property. (c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof. (e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Merger Agreement (Turbochef Technologies Inc), Merger Agreement (Middleby Corp)
Real and Personal Property. (ai) Set forth on Schedule 4.2(t)(i) of the Entegra Disclosure Memorandum is a true, correct, and complete list (by street address) as of the date of this Agreement of all real property owned by the Company or the Bank or any of their Subsidiaries, including without limitation property carried on the books of the Bank as “other real estate owned” (the “Owned Real Property”), and all real property leased by the Company or the Bank or any of their Subsidiaries (the “Leased Real Property,” and together with the Owned Real Property, collectively, the “Entegra Properties”). Except for the Entegra Properties, as of the date of this Agreement, neither the Company nor the Bank nor any of their Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property, other than interests as a creditor in real property securing Bank Loans (as defined below).
(ii) The Company and the Bank and their Subsidiaries have good and marketable title to all of the Owned Real Property (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any and all Liens, except Permitted Liens. To the Knowledge of the Company, there are no material unpaid bills or claims for work performed on or at the Entegra Properties, except for such as are not yet due and payable. None of the Owned Real Property is leased by the Company or the Bank or any of their Subsidiaries.
(iii) Each lease pursuant to which the Company or the Bank or their Subsidiaries lease the Leased Real Property is valid, binding, enforceable, and in full force and effect, and neither the Company nor the Bank nor any of their Subsidiaries, nor to the Knowledge of the Company, any other party to any such lease, is in breach or default under or in violation of, in any material respect, any provision of any such lease. The Entegra Parties have previously delivered or made available to SmartFinancial a true, correct, and complete copy of each such lease, including any amendments thereto. The Entegra Parties and their Subsidiaries are entitled to and have exclusive possession of the Leased Real Property, and no parcel of Leased Real Property is subject to any legally binding lease, tenancy, or license or any legally binding agreement to grant any such lease, tenancy, or license that materially interferes or would reasonably be expected to materially interfere with the Entegra Parties’ or their Subsidiaries’ occupancy or use of the Leased Real Property.
(iv) There is no Person in possession or occupation of, or who has any current right to possession or occupation of, the Entegra Properties other than the Entegra Parties and their Subsidiaries.
(v) Each of the Entegra Properties that is used or held for use by the Company or the Bank or any of their Subsidiaries in connection with the business or operations of the Company or the Bank or any of their Subsidiaries (the “Entegra Business Properties”) is in reasonably good condition (normal wear and tear excepted), conforms in all material respects with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the Entegra Parties and their Subsidiaries to be adequate for the current business of the Entegra Parties and their Subsidiaries. To the Knowledge of the Company, none of the buildings, structures, or other improvements located on any of the Entegra Business Properties encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way, and none of the buildings, structures, or other improvements located on any parcel adjoining the Entegra Business Properties encroaches upon or over any portion of the Entegra Business Properties. There are no easements of any kind on, in respect of, or affecting the Entegra Business Properties that materially affect the Entegra Parties’ or their Subsidiaries’ use of or right to use the Entegra Business Properties for the conduct of their business.
(vi) None of the Entegra Properties, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the Company has no Knowledge that any of the Entegra Properties, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. There are no special, general, or other assessment proceedings affecting the Entegra Properties which, if as a result of which a special, general, or other assessment were imposed, would materially increase the cost of using and operating the Entegra Properties as currently used and operated by the Entegra Parties and their Subsidiaries.
(vii) To the Knowledge of the Company, none of the Entegra Properties are located in any special flood hazard area or zone on any official flood hazard map published by the United States Federal Emergency Management Agency or in any wetland area as designated by the United States Army Corps of Engineers, the United States Environmental Protection Agency, or any applicable state or local agency. The Entegra Properties are appropriately zoned for each of the purposes for which they are being used by the Entegra Parties and their Subsidiaries.
(viii) Neither the Company nor the Bank, nor any of their Subsidiaries, has experienced any material restriction in access to or from public roads or any material restriction in access to any utilities, including without limitation water, sewer, drainage, gas, electric, telephone, cable, and internet, used by the Company or the Bank or any of their Subsidiaries in the operation of their business as presently conducted; there is no pending or, to the Knowledge of the Company, threatened governmental action that has prohibited or materially interfered with or would reasonably be expected to prohibit or materially interfere with such access; and, to the Knowledge of the Company, no fact or condition exists which, with the passage of time or the giving of notice, or both, would reasonably be expected to result in the termination of or material reduction or impairment of such access. All existing utilities provided at the Entegra Properties are adequate in all material respects for the Entegra Parties’ and their Subsidiaries’ existing use and operation of the Entegra Properties.
(ix) The Company and the Company Bank and their Subsidiaries has have good and valid marketable title toto all personal property owned by them, or valid leasehold interests in, all its properties and assets, in each case free and clear of any and all EncumbrancesLiens, except for Permitted Encumbrances that could notLiens. In each case except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, each lease pursuant to which the Company or the Bank, or any of their Subsidiaries, leases personal property is valid, binding, enforceable, and in full force and effect, and neither the Company nor the Bank, nor any of their Subsidiaries, nor to the Knowledge of the Company any other party to any such lease, is in default under or in breach or violation of any provision of any such lease. Except The personal property owned or leased by the Company and the Bank and their Subsidiaries is in reasonably good condition, normal wear and tear excepted, and is reasonably sufficient for the Permitted Encumbrances, each carrying on of the business of the Company and the Company Bank and their Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectordinary course consistent with past practice.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Merger Agreement (Smartfinancial Inc.), Merger Agreement (Entegra Financial Corp.)
Real and Personal Property. (ai) Set forth on Schedule 4.2(t)(i) of the Company Disclosure Memorandum is a true, correct, and complete list (by street address) as of the date of this Agreement of all real property owned by the Company or the Bank or any of their Subsidiaries, including without limitation property carried on the books of the Bank as “other real estate owned” (the “Owned Real Property”), and all real property leased by the Company or the Bank or any of their Subsidiaries (the “Leased Real Property,” and together with the Owned Real Property, collectively, the “Company Properties”). Except for the Company Properties, as of the date of this Agreement, neither the Company nor the Bank nor any of their Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property, other than interests as a creditor in real property securing Bank Loans (as defined below).
(ii) The Company and the Bank and their Subsidiaries have good and marketable title to all of the Owned Real Property (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any and all Liens, except Permitted Liens. To the Knowledge of the Company, there are no material unpaid bills or claims for work performed on or at the Company Properties, except for such as are not yet due and payable. None of the Owned Real Property is leased by the Company or the Bank or any of their Subsidiaries.
(iii) Each lease pursuant to which the Company or the Bank or their Subsidiaries lease the Leased Real Property is valid, binding, enforceable, and in full force and effect, and neither the Company nor the Bank nor any of their Subsidiaries, nor to the Knowledge of the Company, any other party to any such lease, is in breach or default under or in violation of, in any material respect, any provision of any such lease. The Company Parties have previously delivered or made available to BancShares a true, correct, and complete copy of each such lease, including any amendments thereto. The Company Parties and their Subsidiaries are entitled to and have exclusive possession of the Leased Real Property, and no parcel of Leased Real Property is subject to any legally binding lease, tenancy, or license or any legally binding agreement to grant any such lease, tenancy, or license that materially interferes or would reasonably be expected to materially interfere with the Company Parties’ or their Subsidiaries’ occupancy or use of the Leased Real Property.
(iv) There is no Person in possession or occupation of, or who has any current right to possession or occupation of, the Company Properties other than the Company Parties and their Subsidiaries.
(v) Each of the Company Properties that is used or held for use by the Company or the Bank or any of their Subsidiaries in connection with the business or operations of the Company or the Bank or any of their Subsidiaries (the “Company Business Properties”) is in reasonably good condition (normal wear and tear excepted), conforms in all material respects with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the Company Parties and their Subsidiaries to be adequate for the current business of the Company Parties and their Subsidiaries. To the Knowledge of the Company, none of the buildings, structures, or other improvements located on any of the Company Business Properties encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way, and none of the buildings, structures, or other improvements located on any parcel adjoining the Company Business Properties encroaches upon or over any portion of the Company Business Properties. There are no easements of any kind on, in respect of, or affecting the Company Business Properties that materially affect the Company Parties’ or their Subsidiaries’ use of or right to use the Company Business Properties for the conduct of their business.
(vi) None of the Company Properties, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the Company has no Knowledge that any of the Company Properties, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. There are no special, general, or other assessment proceedings affecting the Company Properties which, if as a result of which a special, general, or other assessment were imposed, would materially increase the cost of using and operating the Company Properties as currently used and operated by the Company Parties and their Subsidiaries.
(vii) To the Knowledge of the Company, none of the Company Properties are located in any special flood hazard area or zone on any official flood hazard map published by the United States Federal Emergency Management Agency or in any wetland area as designated by the United States Army Corps of Engineers, the United States Environmental Protection Agency, or any applicable state or local agency. The Company Properties are appropriately zoned for each of the purposes for which they are being used by the Company Parties and their Subsidiaries.
(viii) Neither the Company nor the Bank, nor any of their Subsidiaries, has experienced any material restriction in access to or from public roads or any material restriction in access to any utilities, including without limitation water, sewer, drainage, gas, electric, telephone, cable, and internet, used by the Company or the Bank or any of their Subsidiaries in the operation of their business as presently conducted; there is no pending or, to the Knowledge of the Company, threatened governmental action that has prohibited or materially interfered with or would reasonably be expected to prohibit or materially interfere with such access; and, to the Knowledge of the Company, no fact or condition exists which, with the passage of time or the giving of notice, or both, would reasonably be expected to result in the termination of or material reduction or impairment of such access. All existing utilities provided at the Company Properties are adequate in all material respects for the Company Parties’ and their Subsidiaries’ existing use and operation of the Company Properties.
(ix) The Company and the Bank and their Subsidiaries have good and valid marketable title toto all personal property owned by them, or valid leasehold interests in, all its properties and assets, in each case free and clear of any and all EncumbrancesLiens, except for Permitted Encumbrances that could notLiens. In each case except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, each lease pursuant to which the Company or the Bank, or any of their Subsidiaries, leases personal property is valid, binding, enforceable, and in full force and effect, and neither the Company nor the Bank, nor any of their Subsidiaries, nor to the Knowledge of the Company any other party to any such lease, is in default under or in breach or violation of any provision of any such lease. Except The personal property owned or leased by the Company and the Bank and their Subsidiaries is in reasonably good condition, normal wear and tear excepted, and is reasonably sufficient for the Permitted Encumbrances, each carrying on of the business of the Company and the Company Bank and their Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectordinary course consistent with past practice.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Merger Agreement (Entegra Financial Corp.), Merger Agreement (First Citizens Bancshares Inc /De/)
Real and Personal Property. (a) Each Section 3.11(a) of the Company Disclosure Letter sets forth a true, complete and correct list of all real property owned in fee simple by the Company or any Subsidiary of the Company (the “Owned Real Property”) as of the date of this Agreement and the name of the fee owner with respect thereto. Except as has not had and would not reasonably be expected to have, a Company Subsidiaries Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has good and valid marketable title to, or valid leasehold interests in, all its properties and assetsto the Company Owned Real Property, free and clear of all EncumbrancesLiens other than any Permitted Liens, except for Permitted Encumbrances that could not, individually (ii) the Company or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each any Subsidiary of the Company has sufficient rights of ingress and egress to the Company Subsidiaries enjoys peaceful and undisturbed possession under all Owned Real Property Leases and (as defined belowiii) there are no outstanding options or rights of first offer or refusal to which it is a party, except as could not, individually purchase the Owned Real Property or any portion thereof in the aggregate, reasonably be expected to have a Company Material Adverse Effectfavor of any Person.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c3.11(b) of the Company Disclosure Schedule Letter sets forth a true true, correct and complete list of all real property leased, subleased, licensed or otherwise similarly occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Subsidiary of the Company Subsidiary with a base annual rent in excess of $1,000,000 as of the date of this Agreement (collectively, including the improvements thereon, the "“Leased Real Property"”) and the leases, subleases, licenses and occupancy agreements, together with all assignments thereof and amendments, supplements and modifications with respect thereto (each, a “Lease”). The Company has made available to Parent true, correct and for complete copies of the Leases. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Leased Real Property and the accompanying Lease, (i) the Company or its applicable Subsidiary that is party thereto has good and valid leasehold interests in such Leased Real Property, identifies the street address of such Leased Real Property. True free and complete copies clear of all agreements Liens, other than Permitted Liens, (ii) the Lease is valid, binding and any amendments thereto) under which enforceable by the Company or any Company its applicable Subsidiary that is party thereto and, to the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as knowledge of the date hereof have been made available Company, each other party thereto (in each case subject to Parent. Each Real Property Lease is a valid the Bankruptcy and binding obligation of the Company or a Subsidiary Equity Exception), and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and , (iii) there is no default under any Real Property the Lease either by the Company or the Company Subsidiaries its applicable Subsidiary that is party thereto or, to the knowledge of the Company's knowledge, by any other party thereto, and no event has occurred that, that with the lapse of time or the giving of notice or both, both would constitute a default thereunder by the Company or its applicable Subsidiary that is party thereto or, to the knowledge of the Company, any other party thereto, and (iv) there are no disputes pending or, to the Company’s knowledge, threatened with respect to the Lease, and the Company or its applicable Subsidiary thereunderthat is party thereto has not received any notice of the intention of any other party to the Lease to amend, except for terminate, not renew or reduce any commitment under the Lease, nor to the Company’s knowledge is any such defaults party threatening to do so and (v) the Company or its applicable Subsidiary that is party thereto has not collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein.
(c) Neither the Company nor any Subsidiary of the Company has leased, subleased, licensed or otherwise granted any Person a material right to use or occupy the Owned Real Property or Leased Real Property, or any portion thereof.
(d) To the knowledge of the Company, there is no existing material condemnation or other proceeding in eminent domain, or any proceeding pending or threatened in writing, affecting any portion of the Owned Real Property or Leased Real Property.
(e) Except as could nothas not had and would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Owned Real Property and Leased Real Property is in good repair, free of defects and is otherwise adequate and sufficient to permit the continued use of such property in the manner and for the purposes to which it is presently devoted.
(df) Except The Company and the Subsidiaries of the Company have good and valid title to all of its tangible assets sufficient for the conduct of its business as presently conducted, except for defects in title, easements, restrictive covenants and similar encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All such assets are free and clear of all Liens, except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofLiens.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Merger Agreement (PPD, Inc.), Merger Agreement (Thermo Fisher Scientific Inc.)
Real and Personal Property. (a) Each Except as set forth in Section 3.15(a) of the Company Disclosure Schedule and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for , each of the Company and the Company Subsidiaries has good and marketable title to, or valid leasehold interests in, all of its properties and assets, free and clear of all Encumbrances other than Permitted Encumbrances, each . Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Section 3.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any Company Subsidiary (collectively, the “Owned Real Property”). Neither the Company nor any Company Subsidiary owns is obligated under, or a party to, any real propertyoption, right of first refusal or other contractual right to sell, assign or dispose of any Owned Real Property or any portion thereof.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "“Leased Real Property"”), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) Each material agreement under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "“Real Property Lease"”) that have has not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Company Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there There is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's ’s knowledge, by any other party thereto, and to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Oshkosh Truck Corp), Merger Agreement (JLG Industries Inc)
Real and Personal Property. (a) Each of the Company 5.5.1. Except as has not had and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company Steel Heddle Companies has valid title to all of its material personal property, and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) such material personal property is not subject to which it is a party, any Lien except as could not, individually or in the aggregate, set forth on Schedule 5.
5.1. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all material leases and licensing agreements for personal property ("Personalty Leases") leased or licensed by any of the Steel Heddle Companies are valid and in full 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 (iii) no event or condition exists which constitutes or, with the giving of notice or the passage of time or both, would constitute a material default by any of the Steel Heddle Companies as lessee or licensee under 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"). The Company or its applicable Subsidiary has good and 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 "Real Property Liens") except for those listed on Schedule 5.5.2(a).
(b) Neither the Company nor any Company Subsidiary owns any real property.
(cAttached as Schedule 5.5.2(b) Section 3.15(c) of the Company Disclosure Schedule sets forth is a true and complete 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 leasedto, subleasedor the occupancy of any real property by, licensed or otherwise occupied any Steel Heddle Company (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), ; the Owned Real Property and for each the Leased Real Property, identifies Property are collectively referred to herein as the street address of such Leased "Real Property. True and complete copies of all agreements (and any amendments thereto") under to which the Company or any Company 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 landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a Steel Heddle Companies are valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or ; (ii) the Company Subsidiary which is a party Steel Heddle Companies have performed in all material respects all obligations required to a Real Property Lease has not received any written notice of any default be performed by them under such Real Property lease Leases; and (iii) no event or condition exists which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto constitutes or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or passage of time or both, would constitute a material default by any of the Company or any Company Subsidiary thereunder, except for Steel Heddle Companies as lessee under such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Steel Heddle Group Inc), Stock Purchase Agreement (Steel Heddle International Inc)
Real and Personal Property. (ai) Each Section 3.1(r)(i) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property owned by the Company and its Subsidiaries as of the date hereof (collectively, the “Owned Real Property”). With respect to each such parcel of Owned Real Property that is necessary to the conduct of a material business of the Company and the Company Subsidiaries has good and valid title toits Subsidiaries, or valid leasehold interests in, all its properties and assets, (A) such parcel is free and clear of all EncumbrancesLiens, except for (1) Occupancy Agreements (as defined below) set forth in Section 3.1(r)(i) of the Company Disclosure Letter; (2) Liens for taxes, assessments or similar charges that are not yet due and payable; (3) Liens of landlords, mechanics, materialmen, warehousemen or other like Liens that are not yet due and payable or are being contested in good faith; and (4) Liens incurred after the date hereof in connection with capital leases and purchase money financings expressly permitted by Section 4.1(a) and covering only the assets subject to, financed by or acquired as a result of, such capital leases and/or purchase money financings (each of the foregoing (1) through (4), a “Permitted Encumbrances that could Lien”); (B) no Person (other than the Company or any Subsidiary) is in possession of such material Owned Real Property or any material part thereof except pursuant to any lease, sublease, license or other occupancy agreement pursuant to which the Company is a lessor or sublessor (“Occupancy Agreements”) or where possession would not have a material effect on the use of the property by the Company or its Subsidiaries; (C) there are no outstanding rights of first refusal or options to purchase such material Owned Real Property; (D) the Company or its Subsidiaries have good and marketable fee simple title to such material Owned Real Property except for Permitted Liens; (E) the Company and/or its Subsidiary have adequate rights of ingress and egress with respect to such material Owned Real Property and the improvements located thereon; except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for materially impair the Permitted Encumbrances, each operations of the Company or the ownership or use of the Owned Real Property; and (F) neither such material Owned Real Property nor any improvement located thereon, nor the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable law in any material respect. Neither the Company nor any of its Subsidiaries enjoys peaceful and undisturbed possession under all has assigned, mortgaged, deeded in trust or otherwise transferred or encumbered any Owned Real Property except for Permitted Liens.
(ii) Section 3.1(r)(ii) of the Company Disclosure Letter sets forth a true, correct and complete list of all material Leases (as defined below). (A) All of the leases, licenses, tenancies, subleases and all other occupancy agreements under which the Company or any of its Subsidiaries leases, subleases, uses or occupies or has the right to which use or occupy, now or in the future, any real property that is necessary to the conduct of a material business of the Company and its Subsidiaries (“Leases”) (the leased and subleased space or parcel of real property thereunder being collectively, the “Leased Real Property”) are in full force and effect; (B) neither the Company nor any of its Subsidiaries is in material default under the Leases, and to the Knowledge of the Company no event has occurred which, with notice or lapse of time, would constitute a material default by the Company or any of its Subsidiaries under the Leases; (C) the Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and the right to quiet enjoyment of, the Leased Real Properties leased by it is a partyas tenant or subtenant; and (D) neither the Company nor any of its Subsidiaries has assigned, mortgaged, deeded in trust or otherwise transferred or encumbered the Leases except for Permitted Liens.
(iii) Except as could would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect.
(b) Neither , the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) or one of its Subsidiaries has good title to all personal property reflected in the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether latest audited balance sheet included in the SEC Documents as tenant, subtenant or pursuant to other occupancy arrangements) being owned by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address one of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company its Subsidiaries or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of acquired after the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, thereof that are material to the Company's knowledge, by any other party thereto, and no event has occurred that, with ’s business (except personal property sold or otherwise disposed of since the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or date thereof in the aggregateordinary course of business), reasonably be expected to have a Company Material Adverse Effectfree and clear of all Liens except Permitted Liens.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Merger Agreement (Edo Corp), Merger Agreement (Itt Corp)
Real and Personal Property. (a) Each of the Company and the Company Subsidiaries has good valid and valid marketable title toto all the properties and assets which it purports to own (personal, tangible and intangible) and which are material, individually or valid leasehold interests inin the aggregate, to the Company's business as currently conducted, including, without limitation, all its the properties and assetsassets reflected in the Balance Sheet (except for personal property sold in the ordinary course of business consistent with past practice since the Balance Sheet Date), and all the properties and assets purchased by the Company 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 all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the other than Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c3.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all real property leasedleased by the Company and the Company Subsidiaries as of the date hereof. None of the Company and any Company Subsidiary owns or operates, subleasedor has ever owned or operated, licensed 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, assignment or similar arrangement under which the Company is a lessor, assignor or otherwise occupied makes available for use by any third party any portion of the Real Property. All such leases are valid, binding and enforceable in accordance with their terms (whether as tenantexcept that (i) such enforcement may be subject to applicable bankruptcy, subtenant insolvency or pursuant 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 other occupancy arrangements) equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), and are in full force and effect, there are no existing defaults by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto orthereunder and, to the knowledge of the Company's knowledge, by any other party thereto, and no event of default has occurred thatwhich (whether with or without notice, with the lapse of time or the giving happening or occurrence of notice or both, any other event) would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Merger Agreement (Orbitz Inc), Merger Agreement (Cendant Corp)
Real and Personal Property. (a) Each With respect to each real property owned by the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole (such property collectively, the “Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all EncumbrancesOwned Real Property”), except for Permitted Encumbrances that could notas would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for , (i) either the Permitted Encumbrances, each Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not materially impair the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Subsidiaries enjoys peaceful and undisturbed possession under all Owned Real Property Leases that would reasonably be expected to materially impair the existing use of the Company Owned Real Property by the Company or any of its Subsidiaries in the operation of its business thereon, and (as defined belowiii) there are no outstanding options or rights of first refusal in favor of any other party to which it purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to impair the existing use of the Company Owned Real Property by the Company or any of its Subsidiaries in the operation of its business thereon. 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 a partyno threatened condemnation proceeding with respect to any Company Owned Real Property, except as could notproceedings which would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 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) Neither Except as would not reasonably be expected to have, individually or in the aggregate, a Company nor any Company Subsidiary owns any real property.
Material Adverse Effect, (ci) Section 3.15(c) of the Company Disclosure Schedule sets forth a true each lease, sublease and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary agreement (collectively, including the improvements thereon, the "Leased “Company Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments theretoProperty Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property that is material to the Company Subsidiary is and its Subsidiaries, taken as a whole (the landlord, sublandlord, tenant, subtenant, “Company Leased Real Property”) at which the material operations of the Company or occupant (each a "Real Property Lease") that have not been terminated or expired any of its Subsidiaries are conducted as of the date hereof have been made available to Parent. Each Real Property Lease hereof, is a valid valid, binding and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or , (ii) neither the Company Subsidiary which nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a party to material portion of a Company Leased Real Property Lease has not received any written notice that would reasonably be expected to materially impair the existing use of any default under such the Company Leased Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or any of its Subsidiaries in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries party thereto or, to the Knowledge of the Company's knowledge, by the landlord thereunder, exists under any other party theretoCompany Real Property Lease, and no event has occurred thator circumstance exists which, with the lapse of time or the giving of notice notice, the passage of time, or both, would constitute a material breach or default by the under a Company or any Company Subsidiary thereunder, except for such defaults Real Property Lease. Except as could notwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 Permitted Encumbrances, 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, except such proceeding which would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Merger Agreement (GenOn Energy, Inc.), Merger Agreement (NRG Energy, Inc.)
Real and Personal Property. (a) Each Section 3.16(a) of the Company Disclosure Letter sets forth a complete and accurate list of all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”).
(b) Section 3.16(b) of the Company Disclosure Letter sets forth a complete and accurate list of each lease pursuant to which the Company or any of its Subsidiaries leases, subleases or licenses an interest in real property from any other Person (whether as a tenant, subtenant or pursuant to other occupancy arrangements) (collectively, the “Company Leased Real Property” and together with the Company Owned Real Property, the “Company Real Property”).
(c) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries (as applicable) have (i) good and valid title to, or valid leasehold interests in, all its of their respective properties and assets, free and clear of all EncumbrancesLiens, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company Liens and the Company Subsidiaries enjoys peaceful and undisturbed (ii) exclusive possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of other than any use and occupancy rights granted to third party owners, tenants or licensees pursuant to agreements with respect to such Company Leased Real Property. True and complete copies , entered into in the ordinary course of all agreements business.
(and any amendments theretod) under which the Each lease, sublease or license for Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Leased Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which any of its Subsidiaries that is a party thereto, as applicable, and to a Real Property Lease the Knowledge of the Company, the other parties thereto, except as has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party theretobeen, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could notnot reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole; provided that (i) such enforcement may be subject to applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive relief 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.
(e) As of the date of this Agreement, except as has not been, and would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, none of the Company Material Adverse Effector any of its Subsidiaries has received any written communication from, or given any written communication to, or to the Knowledge of the Company, received or given any other type of communication from or to, any other party to a lease for Company Leased Real Property or any lender, alleging that the Company, any of its Subsidiaries or such other party, as the case may be, is in default under such lease.
(df) Except for Permitted Encumbrancesas has not been, neither and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, no Person, other than the Company or a Subsidiary of the Company, possesses, uses or occupies all or any portion of any Company Real Property. There are no outstanding options or rights of first refusal to purchase the Company Owned Real Property. Neither the Company nor any Subsidiary of the Company Subsidiary is a party to any leaseagreement, subleaseright of first offer, license right of first refusal or other agreement granting to any third party a right option with respect to the use, occupancy purchase or enjoyment sale of any Owned Real Property real property or Leased interest therein. There are no pending or, to the Knowledge of the Company, threatened Proceedings to take all or any portion of the Company Real Property or any portion interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Rockwell Collins Inc)
Real and Personal Property. (a) Each Schedule 4.6(a) lists all real estate currently owned by each Acquired Company (the “Owned Real Property”), including the street address, any tax parcel identification number of each property, and the Acquired Company that owns such property. The Acquired Companies have made available to Buyer copies of the deeds and other instruments by which any Acquired Company acquired the Owned Real Property and copies of all title insurance policies, title opinions, abstracts, and surveys in the possession of any Acquired Company relating to the Owned Real Property and, to the extent in the possession of an Acquired Company, copies of documents relating to any Encumbrances relating to the Owned Real Property.
(b) Schedule 4.6(b) lists all real estate currently leased by any Acquired Company as a lessee, sub-lessee, or assignee of a holder of a leasehold interest (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”), including the address of the premises leased and the Acquired Company Subsidiaries that leases the same. All Leased Real Property is leased pursuant to valid written leases listed in Schedule 4.16(a). Such leases contain the entire lease agreement between the landlord of each of the leased premises and the Acquired Company. No Acquired Company leases Real Property as a lessor or sub-lessor. Except as set forth on Schedule 4.6(b), there have been no notices of default made by any landlord related to any Leased Real Property and there are no unpaid amounts owed by any Acquired Company or guarantor pursuant to any lease of the Leased Real Property, whether billed or unbilled and whether agreed or disputed.
(c) The Owned Real Property and the Acquired Companies’ interests in the Leased Real Property are owned by the respective Acquired Companies free and clear of all Encumbrances, other than Permitted Encumbrances and other than as set forth in Schedule 4.6(c). All buildings, plants, and structures used by any Acquired Company lie wholly within the boundaries of the Real Property in question and do not encroach upon the property of any other Person. To the Knowledge of the Company, no property of, or use by, any Third Party encroaches upon the Real Property. Each parcel of Real Property abuts on, and has good and valid title direct vehicular access to, a public road and said access is sufficient to permit the Acquired Companies to conduct their businesses on the Real Property as presently conducted in the Ordinary Course of Business. Certificates of occupancy are in full force and effect for each location of Real Property, and the uses thereof being made by the Acquired Companies do not violate any applicable zoning, subdivision or valid leasehold land use Legal Requirement. No Third Party has a right to acquire any interest in the Owned Real Property or in the Acquired Companies’ interests inin the Leased Real Property (other than the landlord or its mortgagee or lender, pursuant to the terms of the applicable lease or applicable Legal Requirements).
(d) The Acquired Companies own all its properties and assetstangible personal property reflected as owned in the Interim Balance Sheet (other than inventory sold since the Interim Balance Sheet Date in the Ordinary Course of Business), free and clear of all Encumbrances, except for other than Permitted Encumbrances that could not, individually and other than as set forth in Schedule 4.6(d). All the tangible personal property purchased or otherwise acquired by the Acquired Companies since the Interim Balance Sheet Date (other than inventory acquired and sold since the Interim Balance Sheet Date in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for Ordinary Course of Business) is owned by the Permitted Acquired Companies free and clear of all Encumbrances, each other than Permitted Encumbrances and as set forth in Schedule 4.6(d). A copy of the fixed asset register of each Acquired Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have has been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofBuyer.
(e) There The Acquired Companies have good title to, a valid leasehold interest in or valid license to use all assets and properties, and shall be in possession of all assets and properties, material to conduct the businesses of the Acquired Companies on a stand-alone basis as previously conducted in the Ordinary Course of Business. All assets and properties owned, leased or used by the Acquired Companies which constitute tangible personal property are no disputesin reasonable condition and repair, oral agreements ordinary wear and tear excepted. No tangible personal property or forbearance programs inventories (other than inventory in effect with respect to transit) are located at any place other than the Real Property LeaseProperty.
Appears in 1 contract
Real and Personal Property. (a) Each of the Company Schedule 3.12(a) contains a complete and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete correct list of all real property leased, subleased, subleased or licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company and its Subsidiaries or any with respect to which the Company Subsidiary (collectivelyand its Subsidiaries have the right to use, occupy or access pursuant to real property agreements, including easements, rights of way, railway agreements or other similar real property agreements with respect to which the improvements thereon, annual lease payments are greater than $1,000,000 (the "“Leased Real Property"”), and for each Leased Real Property, identifies the street address of agreements pursuant to which such Leased Real PropertyProperty is leased, subleased or licensed (the “Leases”). True and complete copies of all agreements (and any amendments thereto) under which the The Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been has made available to Parent. Each Real Property Lease is Buyer a valid true and binding obligation complete copy of each of the Company or a Subsidiary Leases (including all amendments, restatements, modifications and is supplements thereto) and the Leases are valid, binding and in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto orExcept as set forth on Schedule 3.12(a), (i) to the knowledge of the Company's knowledge, by any other party thereto, and there exists no event has occurred thatcondition which, with the lapse of time or the giving of notice notice, the passage of time, or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have become a Company Material Adverse Effect.
default under any Lease, (dii) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party its Subsidiaries has leased, subleased, licensed or otherwise granted to any lease, sublease, license or other agreement granting to any third party a Person the right to the use, occupancy use or enjoyment of any Owned Real Property or occupy such Leased Real Property or any portion thereof, and (iii) neither the Company nor its Subsidiaries is a party to any agreement, right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein.
(eb) There are no disputes, oral agreements or forbearance programs The Company and its Subsidiaries have a valid and binding leasehold interest in effect with respect to any each Leased Real Property and such leasehold interests in the Leased Real Properties are free and clear of all encumbrances other than Permitted Liens. Except as set forth in Schedule 3.12(b), neither the Company nor any of its Subsidiaries has assigned (collaterally or otherwise), transferred, conveyed, mortgaged, deeded in trust, granted a security interest in or encumbered any interest in the leasehold or any of its rights under any Lease.
(c) The Company and its Subsidiaries do not own any real property and do not have any obligation to purchase any real property.
Appears in 1 contract
Sources: Merger Agreement (Trimble Inc.)
Real and Personal Property. (a) Each of the The Company and the Company its Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns do not own any real property.
(cb) Section 3.15(c3.17(b) of the Company Disclosure Schedule Letter sets forth a true complete and complete accurate list as of all the date of this Agreement of each lease, sublease, license or similar use and occupancy Contract (including any amendments, extensions and modifications thereto, each, a “Lease”) pursuant to which the Company or any of its Subsidiaries leases, subleases or otherwise uses or occupies any real property leased, subleased, licensed or otherwise occupied from any other Person (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "“Company Leased Real Property"”). The Company has made available to Parent a true, correct and complete copy of each such Lease to date.
(c) Except as where such failure would not, individually or in the aggregate, materially impair or be reasonably likely to materially impair the continued use and operations of the Company Leased Real Property to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted, (i) the Company and its Subsidiaries have valid leasehold interests under each of the Leases, free and clear of all Liens, except for each Permitted Liens and (ii) the Company and its Subsidiaries enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property.
(d) Except as where such failure would not, identifies individually or in the street address aggregate, materially impair or be reasonably likely to materially impair the continued use and operations of such the Company Leased Real Property. True and complete copies Property to which they relate in the conduct of all agreements (and any amendments thereto) under which the business of the Company or and its Subsidiaries as presently conducted, each Lease for any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Leased Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which any of its Subsidiaries that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto.
(e) As of the date hereof, since January 1, 2015, none of the Company or any of its Subsidiaries has received any communication from, or given any communication to, any other party to a Lease for any Company Leased Real Property Lease has not received or any written notice lender, alleging that the Company, any of any its Subsidiaries or such other party, as the case may be, is in default under such Real Property lease which remains uncured Lease, and there to the Knowledge of the Company, no other counterparty is no in default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no such Lease. No event has occurred thatand no condition exists, which with the lapse of time or the giving of notice or the passage of time, or both, would will constitute a default under a Lease by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any counterparty under such Lease, that would, individually or in the aggregate, materially impair or be reasonably likely to materially impair the continued use and operations of the Company Subsidiary thereunder, except for Leased Real Property to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted.
(f) Except as where such defaults as could failure would not, individually or in the aggregate, materially impair or be reasonably be expected likely to have materially impair the continued use and operations of the Company Leased Real Property to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted, (i) no Person, other than the Company or a Subsidiary of the Company, possesses, uses or occupies all or any portion of any Company Material Adverse Effect.
Leased Real Property and (dii) Except for Permitted Encumbrances, neither the Company nor any Subsidiary of the Company Subsidiary is a party to any leaseagreement, subleaseright of first offer, license right of first refusal or other agreement granting to any third party a right option with respect to the use, occupancy purchase or enjoyment sale of any Owned Real Property real property or interest therein. As of the date hereof, there are no pending or, to the Knowledge of the Company, threatened Proceedings to take all or any portion of the Company Leased Real Property or any portion interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each The Company does not own any real property. The Company has delivered to Buyer a correct and complete copy of the Company Lease, including amendments, waivers, or other changes thereto, for the Leased Property. The Lease comprises all real property interests and leases and agreements related thereto used in the conduct of the Business as currently conducted. With respect to the Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against each party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default under the Lease; (v) no party has received any notice that the other party is in default under the Lease; (vi) no party other than the lessee and the identified lessor have any interest in the Leased Property; and (vii) no Consent is required to be obtained pursuant to the Lease in connection with the consummation of the Contemplated Transactions. Except for the Lease, the Company Subsidiaries has not entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Property. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Property are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business.
(b) The Company has good and valid title to, or a valid leasehold interests interest in, all its properties and assets, the assets used by it or located on the Leased Property free and clear of all Encumbrances, Liens except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably such Liens as shall be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each fully released and cancelled as of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real propertyClosing Date.
(c) Section 3.15(c) All of the Company Disclosure Schedule sets forth a true Company’s tangible assets have been properly maintained, are in good operating condition and complete list repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of all real Business. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property leased, subleased, licensed currently owned or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) leased by the Company or any Company Subsidiary (collectivelyCompany, including the improvements thereon, the "Leased Real Property"), together with all other properties and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as assets of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation Company, are sufficient for the continued conduct of the Company or a Subsidiary and is Business after the Closing in full force and effect. The Company or substantially the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, same manner as conducted prior to the Company's knowledgeClosing and constitute all of the rights, by any other party thereto, property and no event has occurred that, with assets necessary to conduct the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults Business as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectcurrently conducted.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (CRAWFORD UNITED Corp)
Real and Personal Property. (a) Each Section 3.16(a) of the Company Disclosure Letter sets forth a true, complete and correct list of all real property owned in fee simple by the Company or any Company Subsidiary (the “Owned Real Property”) as of the date of this Agreement and the Company Subsidiaries name of the fee owner with respect thereto. Except as has good not been, and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could notwould not reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful Subsidiaries, taken as a whole, (i) either the Company or a Company Subsidiary has good and undisturbed possession under marketable title to the Owned Real Property, free and clear of all Liens other than any Permitted Liens, and (ii) there are no outstanding options or rights of first offer or refusal to purchase the Owned Real Property Leases (as defined below) to which it is a party, except as could not, individually or any portion thereof in the aggregate, reasonably be expected to have a Company Material Adverse Effectfavor of any Person.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c3.16(b) of the Company Disclosure Schedule Letter sets forth a true true, correct and complete list of all material real property leased, subleased, licensed or otherwise similarly occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary as of the date of this Agreement (collectively, including the improvements thereon, the "“Leased Real Property"”) and the leases, subleases, licenses and occupancy agreements, together with all assignments thereof and amendments, supplements and modifications with respect thereto (each, a “Company Lease”). To the extent in its possession, and for each Leased Real Propertythe Company has made available to Parent true, identifies the street address of such Leased Real Property. True correct and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired Leases. Except as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party theretobeen, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could notnot reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, with respect to each Leased Real Property and the accompanying Company Lease, the Company or the applicable Company Subsidiary that is party thereto has good and valid leasehold interests in such Leased Real Property, free and clear of all Liens, other than Permitted Liens.
(c) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is has leased, subleased, licensed or otherwise granted any Person a party to any lease, sublease, license or other agreement granting to any third party a material right to use or occupy the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property Property, or any portion thereof.
(d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the Company’s Knowledge, there is no existing material condemnation or other proceeding in eminent domain, or any proceeding pending or threatened in writing, affecting any portion of the Owned Real Property or Leased Real Property.
(e) There The Company and the Company Subsidiaries have good and valid title to all of its tangible assets sufficient for the conduct of its business as presently conducted, except for defects in title, easements, restrictive covenants and similar encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, all such assets are no disputesfree and clear of all Liens, oral agreements or forbearance programs in effect with respect to any Real Property Leaseexcept for Permitted Liens.
Appears in 1 contract
Sources: Merger Agreement (Informatica Inc.)
Real and Personal Property. (a) Each of the The Company and the Company its Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns do not own any real property.
(cb) Section 3.15(c3.18(b) of the Company Disclosure Schedule Letter sets forth a true complete and complete accurate list of all each lease, sublease, license or similar use and occupancy Contract (including any amendments, extensions and modifications thereto, each, a “Lease”) pursuant to which the Company or any of its Subsidiaries leases, subleases or otherwise uses or occupies any real property leased, subleased, licensed or otherwise occupied from any other Person (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "“Company Leased Real Property"”). The Company has made available to Parent a true, correct and complete copy of each such Lease to date.
(c) The Company and its Subsidiaries have valid leasehold interests under each of the Leases, free and clear of all Liens, except for each Permitted Liens and the Company and its Subsidiaries enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property, identifies the street address of such .
(d) Each Lease for any Company Leased Real Property. True Property is in full force and complete copies of all agreements (effect and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which any of its Subsidiaries that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto.
(e) Except as have been cured or otherwise resolved, none of the Company or any of its Subsidiaries has received any communication from, or given any communication to, any other party to a Lease for any Company Leased Real Property Lease has not received or any written notice lender, alleging that the Company, any of any its Subsidiaries or such other party, as the case may be, is in default under such Real Property lease which remains uncured Lease, and there to the Knowledge of the Company, no other counterparty is no in default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no such Lease. No event has occurred thatand no condition exists, which with the lapse of time or the giving of notice or the passage of time, or both, would will constitute a default under a Lease by the Company or any Company Subsidiary thereunderof its Subsidiaries, except for or, to the Knowledge of the Company, any counterparty under such defaults as could notLease, that would, individually or in the aggregate, materially impair or be reasonably be expected likely to have a materially impair the continued use and operations of the Company Material Adverse EffectLeased Real Property to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted.
(df) Except for Permitted EncumbrancesNo Person, neither other than the Company or a Subsidiary of the Company, possesses, uses or occupies all or any portion of any Company Leased Real Property. Neither the Company nor any Subsidiary of the Company Subsidiary is a party to any leaseagreement, subleaseright of first offer, license right of first refusal or other agreement granting to any third party a right option with respect to the use, occupancy purchase or enjoyment sale of any Owned Real Property real property or interest therein. There are no pending or, to the Knowledge of the Company, threatened Proceedings to take all or any portion of the Company Leased Real Property or any portion interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each None of the Company and the Company Subsidiaries has good and valid title toGroup Companies owns any, or valid leasehold interests innor have ever owned any, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectreal property.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(cSchedule 3.17(b) Section 3.15(c) of the Company Disclosure Schedule sets forth a true true, correct and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or each Real Property Lease pursuant to other occupancy arrangementswhich (i) any Group Company holds Leased Real Property that is occupied by a Store that is in the top fifty (50) Stores operated by the Company Group Companies, measured by earnings before interest, taxes, depreciation and amortization (EBITDA) earned at such Store during the trailing 12 month period ending as of November 21, 2020 or any Company Subsidiary (collectivelyii) the aggregate annual rental payments equal or exceed $250,000 (each, including the improvements thereon, the "Leased a “Material Real Property"Property Lease”), and for the address of each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary Property that is the landlord, sublandlord, tenant, subtenant, or occupant (each subject to a "Material Real Property Lease". Except as set forth on Schedule 3.17(b), (i) that have not been terminated or expired as of the date hereof have been made available to Parent. Each each Material Real Property Lease is a legal, valid and binding obligation of on the Group Company or a Subsidiary and is party thereto, in full force and effect. The , and enforceable in accordance with its terms (subject to the Remedies Exception), (ii) the Group Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto orhas a legal, valid, enforceable and existing leasehold interest in all Leased Real Property, subject to no Lien except for Permitted Liens, (iii) each of the Group Companies, and, to the knowledge of the Company's knowledge, by any each of the other party parties thereto, has performed in all material respects all obligations required to be performed by it under each Material Real Property Lease, (iv) no Group Company has leased, subleased, assigned, licensed or otherwise granted to any Person the right to use or occupy any portion of the Leased Real Property and no event Person, other than the Group Companies, uses or occupies (or has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to use or occupy) the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof, and (v) all brokerage commissions and other compensation and fees payable by reason of the Material Real Property Leases have been paid in full. The Company has made available to Purchaser prior to the Signing Date a true and correct copy of all Material Real Property Leases, and none of such Material Real Property Leases has been modified or any options exercised thereunder, except to the extent that such modifications or exercises of such options are disclosed by the copies made available to Purchaser.
(c) All improvements, building systems and fixtures applicable to the Leased Real Property are in good condition and repair, subject to ordinary wear and tear, and have not suffered any material casualty or other material damage that has not been repaired in all material respects. There is no pending or, to the knowledge of the Company, threatened condemnation, eminent domain or similar proceeding affecting all or any part of the Leased Real Property and no Group Company has received any written notice thereof. The current use and occupancy of the Leased Real Property is in material compliance with all applicable building, zoning, land use and similar laws, ordinances, regulations and orders of Governmental Entities and no Group Company has received written notice of material violation thereof.
(d) Except as disclosed on Schedule 3.17(d), the Group Companies collectively own or hold under legal, valid, existing and enforceable leases all material machinery, equipment and other tangible personal property used in the Ordinary Course of Business subject to no Lien except for Permitted Liens. The assets and properties held, owned or leased by the Group Companies are adequate, suitable and sufficient for the conduct of their businesses as conducted by the Group Companies during the past twelve (12) months and as currently proposed to be conducted, and all improvements, systems, equipment, machinery and fixtures on the Leased Real Property and all material items of leased personal property are in good condition and repair, subject to ordinary wear and tear, and have not suffered any material casualty or other material damage that has not been repaired.
(e) There are no disputesSchedule 3.17(e) sets forth a true, oral agreements or forbearance programs in effect with respect to any correct and complete list of all Real Property LeaseLeases pursuant to which a Group Company has entered into a rent deferral or similar rent relief arrangement with the landlord thereunder (each, an “Existing Relief Arrangement”), and the Company has delivered to Purchaser true, correct and complete copies of all documents evidencing any Existing Relief Arrangement.
Appears in 1 contract
Real and Personal Property. (a) Each of the Company and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c3.16(a) of the Company Disclosure Schedule sets forth contains a true complete and complete accurate list of all of the real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) owned by the Company or any of its Subsidiaries (the “Owned Real Property”). Except for the Owned Real Property, neither the Company Subsidiary nor any of its Subsidiaries owns any real property, nor is party to any agreement to purchase or sell any real property. The Company has good and marketable title in fee simple (or the equivalent thereof) to each parcel of the Owned Real Property free and clear of all Liens, except for Permitted Liens.
(b) Section 3.16(b) of the Company Disclosure Schedule contains a complete and accurate list of all of the existing leases, subleases, licenses, or other similar agreements (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto“Leases”) under which the Company or any Company Subsidiary is of its Subsidiaries uses or occupies or has the landlordright to use or occupy, sublandlordnow or in the future, tenantany real property (such property, subtenantthe “Leased Real Property” and, or occupant (each a "collectively with the Owned Real Property Lease"Property, the “Real Property”) that have not been terminated or expired as would reasonably be expected to result in payments in excess of $2,000,000 in the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is aggregate in full force and effectany one (1) calendar year. The Company or its Subsidiaries have and own valid leasehold estates in the Company Subsidiary which Leased Real Property, free and clear of all Liens, other than Permitted Liens. Each Lease is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured valid and there is no default under any Real Property Lease either by binding on the Company or the Company its Subsidiaries party thereto or(as applicable), and, to the Knowledge of the Company's knowledge, by any other party theretothe landlord thereunder. To the Knowledge of the Company, and no event has occurred that, that with the notice or lapse of time or the giving of notice or both, would constitute a default by the tenant under a Lease. Neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Company Subsidiary thereunderPerson rights to use or occupy any material portion of such Leased Real Property.
(c) There are no condemnation or eminent domain proceedings of any kind pending, except for such defaults as could notor to the Knowledge of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectthreatened against any parcel of Real Property.
(d) Except as would not constitute a Company Material Adverse Effect, the Company and its Subsidiaries have valid title to, or valid and enforceable rights to use under existing franchises, easements or licenses of, or valid and enforceable leasehold interests in, all of their material tangible personal properties and assets necessary to carry on their businesses as currently conducted, free and clear of all Liens, except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofLiens.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Sources: Merger Agreement (Global Brass & Copper Holdings, Inc.)
Real and Personal Property. (a) Each Owned Real Property. No Group Company owns or has ever owned any real property.
(b) Leased Real Property. Section 3.17(b) 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 the Group Companies (the “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 Subsidiaries has good and valid title tois a tenant, licensee, subtenant, sublicensee, or valid leasehold interests in, all its properties other occupant as of the date of this Agreement. True and assets, free and clear complete copies of all Encumbrancessuch Real Property Leases have been made available to PTIC II. Except in each case as would not have, except for Permitted Encumbrances that could not, individually or in the aggregate, would not be reasonably be expected to have a Company Material Adverse Effect, each Real Property Lease is in full force and effect 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). Except for the Permitted Encumbrancesin each case as would not have, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, would not be reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Effect or as set forth in Section 3.15(c3.17(b) of the Company Disclosure Schedule sets forth a true and complete list Schedules (i) the transactions contemplated by this Agreement will not require the consent of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant any party to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have Leases, will not been terminated result in a breach of or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by Leases or otherwise 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 or the Company Subsidiaries 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 ’s knowledge, by any other third party theretounder any Real Property Lease, and and, to the Company’s knowledge, no event has occurred that, which (with the or without notice or lapse of time or the giving of notice or both, ) would constitute a dispute, breach or default or would permit termination of, or a modification or acceleration thereof by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to such Real Property Leases, and (iv) no Group Company has leased, subleased, licensed, or otherwise granted any lease, sublease, license or other agreement granting to any third party a Person the right to the use, occupancy use or enjoyment of occupy any Owned Real Property or material Leased Real Property or any portion thereof.
thereof and (ev) There are no disputes, oral agreements or forbearance programs in effect with respect to any the Leased Real Property Leasecomprise all of the property used or intended to be used in, or otherwise related to, the Business.
Appears in 1 contract
Sources: Business Combination Agreement (Proptech Investment Corp. Ii)
Real and Personal Property. (a) Each of the The Company and the Company its Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns do not own any real property.
(cb) Section 3.15(c3.17(b) of the Company Disclosure Schedule Letter sets forth a true complete and complete accurate list as of all the date of this Agreement of each lease, sublease, license or similar use and occupancy Contract (including any amendments, extensions and modifications thereto, each, a “Leaseˮ) pursuant to which the Company or any of its Subsidiaries leases, subleases or otherwise uses or occupies any real property leased, subleased, licensed or otherwise occupied from any other Person (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon“Company Leased Real Propertyˮ). The Company has made available to Parent a true, correct and complete copy of each such Lease to date.
(c) Except as where such failure would not, individually or in the "aggregate, materially impair or be reasonably likely to materially impair the continued use and operations of the Company Leased Real Property to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted, (i) the Company and its Subsidiaries have valid leasehold interests under each of the Leases, free and clear of all Liens, except for Permitted Liens and (ii) the Company and its Subsidiaries enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property").
(d) Except as where such failure would not, individually or in the aggregate, materially impair or be reasonably likely to materially impair the continued use and for each operations of the Company Leased Real PropertyProperty to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted, identifies the street address of such each Lease for any Company Leased Real Property. True Property is in full force and complete copies of all agreements (effect and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which any of its Subsidiaries that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto.
(e) As of the date hereof, since January 1, 2015, none of the Company or any of its Subsidiaries has received any communication from, or given any communication to, any other party to a Lease for any Company Leased Real Property Lease has not received or any written notice lender, alleging that the Company, any of any its Subsidiaries or such other party, as the case may be, is in default under such Real Property lease which remains uncured Lease, and there to the Knowledge of the Company, no other counterparty is no in default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no such Lease. No event has occurred thatand no condition exists, which with the lapse of time or the giving of notice or the passage of time, or both, would will constitute a default under a Lease by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any counterparty under such Lease, that would, individually or in the aggregate, materially impair or be reasonably likely to materially impair the continued use and operations of the Company Subsidiary thereunder, except for Leased Real Property to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted.
(f) Except as where such defaults as could failure would not, individually or in the aggregate, materially impair or be reasonably be expected likely to have materially impair the continued use and operations of the Company Leased Real Property to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted, (i) no Person, other than the Company or a Subsidiary of the Company, possesses, uses or occupies all or any portion of any Company Material Adverse Effect.
Leased Real Property and (dii) Except for Permitted Encumbrances, neither the Company nor any Subsidiary of the Company Subsidiary is a party to any leaseagreement, subleaseright of first offer, license right of first refusal or other agreement granting to any third party a right option with respect to the use, occupancy purchase or enjoyment sale of any Owned Real Property real property or interest therein. As of the date hereof, there are no pending or, to the Knowledge of the Company, threatened Proceedings to take all or any portion of the Company Leased Real Property or any portion interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Sources: Merger Agreement (Stryker Corp)
Real and Personal Property. (a) Each Schedule 4.10(a) sets forth the address and description of each Owned Real Property. With respect to each Owned Real Property: (i) the Company and the Company or one of its Subsidiaries has good and valid indefeasible fee simple title to, or valid leasehold interests in, all its properties and assetsto such Owned Real Property, free and clear of all Encumbrances (except for the Encumbrances described in Section 4.10(c)(i)-(vii), as applicable), (ii) except as set forth in Schedule 4.10(a), none of the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) other than the rights of Parent and MergerCo pursuant to this Agreement, there are no outstanding rights of first offer or rights of first refusal or similar contracts or commitments to purchase such Owned Real Property or any portion thereof or interest therein.
(b) Schedule 4.10(b) sets forth a list of all material leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or any of its Subsidiaries (the “Leased Real Property”). All leases (including subleases) relating to Leased Real Property are identified on Schedule 4.10(b) (each a “Lease” and collectively, the “Leases”). With respect to each Lease listed on Schedule 4.10(b), except as would not 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, except as such enforceability may be limited by General Enforceability Exceptions;
(ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and
(iii) neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company’s knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable.
(c) Except as set forth on Schedule 4.10(c) or as specifically disclosed in the Base Balance Sheet, the Company and each of its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all of their property and assets, including those properties and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for Permitted (i) Encumbrances that could disclosed in the Base Balance Sheet for Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty (as to which adequate reserves have been established in the Financial Statements), (ii) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Encumbrances arising in the ordinary course of business, (iii) Encumbrances consisting of pledges or deposits required in the ordinary course of business and in respect of statutory obligations in connection with workers’ compensation, unemployment insurance and other social security legislation, (iv) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, all of which shall be released as of immediately prior to the Closing, (v) Encumbrances securing capital lease obligations, (vi) Encumbrances set forth on Schedule 4.10(c)(vi), all of which will be released concurrently with the Closing and (vii) with respect to the Owned Real Property, Encumbrances of record or imperfections of title which are not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for material in character, amount or extent and which do not materially detract from the Permitted Encumbrances, each value or materially interfere with the present use of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to assets subject thereto or affected thereby or which it is a party, except as could notwould not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
, and such property and assets are in good condition and repair (bordinary wear and tear expected) Neither and are fit for use in the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) ordinary course of business of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectits Subsidiaries.
(d) Except for Permitted EncumbrancesThe assets and properties (whether real or personal, neither tangible or intangible) owned or leased by the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to and its Subsidiaries constitute all of the use, occupancy or enjoyment assets and properties necessary for the conduct of any Owned Real Property or Leased Real Property or any portion thereoftheir businesses as presently conducted.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Sources: Agreement and Plan of Merger (WII Components, Inc.)
Real and Personal Property. (a) Each of Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company, the Company and the Company Subsidiaries has good and valid marketable title to, or valid leasehold interests in, all of its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could notEncumbrances. The Company enjoys peaceful and undisturbed possession under all occupancy agreements for Leased Real Property, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c3.15(b) of the Company Disclosure Schedule sets forth a true true, complete and complete correct list as of the date of this Agreement of all real property leased, subleased, licensed and/or otherwise used or otherwise occupied (whether as tenant, subtenant subtenant, licensee or pursuant to any other occupancy arrangementsarrangement (whether written or otherwise)) by the Company or any Company Subsidiary in connection with the operation of the Company’s business as it is now being conducted (collectively, including the improvements thereon, the "“Leased Real Property"”).
(c) Except as set forth in Section 3.15(c)(i) of the Company Disclosure Schedule, and for each Leased Real Propertyno Person, identifies other than the street address Company, possesses, uses or occupies all or any portion of such any Leased Real Property. True and complete copies Section 3.15(c)(ii) of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlordDisclosure Schedule sets forth a true, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired complete and correct list as of the date hereof have been made available of this Agreement of all subleases, licenses or other occupancy arrangements (whether written or otherwise) pursuant to Parent. Each which any Person, other than the Company, possesses, uses or occupies all or any portion of the Leased Real Property Lease is (each, a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect“Sublease”).
(d) Except for Permitted Encumbrances, neither the The Company nor does not own in fee any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right real property. With respect to the useLeased Real Property, occupancy there are no pending or, to the knowledge of the Company, threatened proceedings to take all or enjoyment any portion of any Owned Real Property or the Leased Real Property or any portion interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each The Companies and their respective Subsidiaries do not own, and have never owned, any real property.
(b) Schedule 4.9(b) is a true, correct and complete list of (i) the address, lessor and lessee for each Leased Real Property and (ii) each Real Property Lease. The Leased Real Property constitutes all of the real property owned, leased, subleased, licensed, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company or its Subsidiaries remains liable) by any Company or any of its Subsidiaries currently used in the conduct of the Business.
(c) There are no parties in possession of the Leased Real Property other than the Companies or any of their Subsidiaries, and none of the Company Real Property Leases have been assigned, subleased or licensed, in whole or in part, nor has a right to use or occupy the Leased Real Property (or any portion thereof) been granted to any Person. The Companies, or one of their Subsidiaries, have a valid leasehold interest in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances.
(d) Except as set forth in the Real Property Leases, to Sellers’ Knowledge, the conduct of the Business, as currently conducted, on or from the Leased Real Property is permitted in all material respects under any Contracts and all applicable zoning, building and land use Laws. Neither the Companies nor any of their respective Subsidiaries have received written notice that any of the Leased Real Property is subject to any pending suit for condemnation, eminent domain or other taking by any Governmental Entity, and, to the Sellers’ Knowledge, no such condemnation, eminent domain or other taking is threatened in writing.
(e) To Sellers’ Knowledge, no Leased Real Property has been materially damaged by fire or other casualty since December 31, 2018. There are no material latent defects or material adverse physical conditions affecting any of the Leased Real Property. All structures and other buildings on the Leased Real Property are in good operating condition and repair in all material respects (normal wear and tear excepted) for the requirements of the conduct of the Business.
(f) To Sellers’ Knowledge, there is no fact or condition existing which would result in the termination or material reduction of the current access from any Leased Real Property or to the existing highway and roads that provide access thereto.
(g) Schedule 4.9(g) sets forth a list of all material leases of tangible assets and other personal property of the Companies and their respective Subsidiaries. The Companies (or any of their respective Subsidiaries, as the case may be) have good and valid title to, or in the case of leased tangible assets and other personal property, a valid leasehold interests interest in, all its properties of the material tangible assets and assetsother personal property that are necessary for the Companies (or any of their respective Subsidiaries, as the case may be) to conduct the Business as conducted on the date hereof, in each case, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the (other than Permitted Encumbrances). All such material tangible assets and other personal property are in good condition and repair in all material respects, each of the Company normal wear and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecttear excepted.
(bh) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) The assets, properties and rights of the Company Disclosure Schedule sets forth a true Companies and complete list of their respective Subsidiaries include all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid assets, properties and binding obligation rights used or held for use in the Business and are sufficient for the conduct and operation of the Company or a Subsidiary and is Business following the Closing in full force and effectsubstantially the same manner as presently conducted. The Company or None of the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, Excluded Assets are material to the Company's knowledge, by any other party thereto, and no event has occurred that, with operation of the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectBusiness.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each The Company does not own any real property. Section 4.14 of the Company Disclosure Letter sets forth the address (and the premises located thereon) of all real property in which the Company Subsidiaries or any Subsidiary holds a leasehold or subleasehold estate (the “Leased Real Property”, and the leases or subleases for such Leased Real Property, together with all amendments thereto, being referred to as the “Leases”). Section 4.14 of the Company Disclosure Letter also lists the Leases, including all documents that constitute the Lease, what entity is the tenant thereunder, the landlord, and the premises thereunder. The Company has good made available to Parent a true and complete copy of each of the Leases. Except as may be limited by the Bankruptcy and Equity Exception, all Leases are valid title to, and binding against the Company or applicable Subsidiary party thereto and are in full force and effect. The Company or the applicable Subsidiary has valid leasehold interests in, all its properties and assetstitle to the Leased Real Property, free and clear of all Liens and Encumbrances (except in all cases for Permitted Liens and Permitted Encumbrances). Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party has violated any provision of, or committed or failed to perform any act which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries or such third party under, such Lease, except for Permitted Encumbrances any violation or default that could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether Except as tenant, subtenant or pursuant would not reasonably be expected to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good title to, or a valid and binding leasehold interest in, all the personal property owned by it, free and clear of all Liens, other than Permitted Liens and Permitted Encumbrances.
(c) The Leased Real Property is the only real property that is leased, occupied or used by the Company and the Subsidiaries and the Company and the Subsidiaries do not own, lease, use or occupy any other real property.
(d) Except All Leased Real Property and the improvements located thereon, are in operating condition and in a good state of maintenance and repair (ordinary wear and tear excepted) and are adequate and suitable in all material respects for Permitted Encumbrances, neither the purposes for which they are presently being used or held for use and are sufficient in all material respects for the operation of the business as currently being conducted by the Company nor any Company Subsidiary and its Subsidiaries, and (i) none of the Leased Real Property is a party subject to any options, rights of first offer, rights of first refusal or other rights of any Person to purchase, acquire, sell, assign, lease, subleaseuse, license occupy or other agreement granting dispose of or otherwise obtain title to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofthereof or interest therein, and (ii) no Person other than the Company or its Subsidiaries has any right to use, occupy or lease all or any portion of the Leased Real Property.
(e) There are is no disputes, oral agreements material violation of a condition or forbearance programs agreement contained in effect or comprising any Permitted Liens and Permitted Encumbrances with respect to any Leased Real Property, and (b) the Permitted Liens and Permitted Encumbrances encumbering any Leased Real Property Leasedo not impair the ability to use any such the Leased Real Property for its intended purposes in the ordinary course of business and other uses as currently conducted or as contemplated to be conducted at such location.
Appears in 1 contract
Real and Personal Property. (a) Each None of the Company and the Company Subsidiaries has good and valid title toGroup Companies owns any, or valid leasehold interests innor have ever owned any, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectreal property.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(cSchedule 3.17(b) Section 3.15(c) of the Company Disclosure Schedule sets forth a true true, correct and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or each Real Property Lease pursuant to other occupancy arrangementswhich (i) any Group Company holds Leased Real Property that is occupied by a Store that is in the top fifty (50) Stores operated by the Company Group Companies, measured by earnings before interest, taxes, depreciation and amortization (EBITDA) earned at such Store during the trailing 12 month period ending as of November 21, 2020 or any Company Subsidiary (collectivelyii) the aggregate annual rental payments equal or exceed $250,000 (each, including the improvements thereon, the "Leased a “Material Real Property"Property Lease”), and for the address of each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary Property that is the landlord, sublandlord, tenant, subtenant, or occupant (each subject to a "Material Real Property Lease". Except as set forth on Schedule 3.17(b), (i) that have not been terminated or expired as of the date hereof have been made available to Parent. Each each Material Real Property Lease is a legal, valid and binding obligation of on the Group Company or a Subsidiary and is party thereto, in full force and effect. The , and enforceable in accordance with its terms (subject to the Remedies Exception), (ii) the Group Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto orhas a legal, valid, enforceable and existing leasehold interest in all Leased Real Property, subject to no Lien except for Permitted Liens, (iii) each of the Group Companies, and, to the knowledge of the Company's knowledge, by any each of the other party parties thereto, has performed in all material respects all obligations required to be performed by it under each Material Real Property Lease, (iv) no Group Company has leased, subleased, assigned, licensed or otherwise granted to any Person the right to use or occupy any portion of the Leased Real Property and no event Person, other than the Group Companies, uses or occupies (or has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to use or occupy) the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof, and (v) all brokerage commissions and other compensation and fees payable by reason of the Material Real Property Leases have been paid in full. The Company has made available to Purchaser prior to the date hereof a true and correct copy of all Material Real Property Leases, and none of such Material Real Property Leases has been modified or any options exercised thereunder, except to the extent that such modifications or exercises of such options are disclosed by the copies made available to Purchaser.
(c) All improvements, building systems and fixtures applicable to the Leased Real Property are in good condition and repair, subject to ordinary wear and tear, and have not suffered any material casualty or other material damage that has not been repaired in all material respects. There is no pending or, to the knowledge of the Company, threatened condemnation, eminent domain or similar proceeding affecting all or any part of the Leased Real Property and no Group Company has received any written notice thereof. The current use and occupancy of the Leased Real Property is in material compliance with all applicable building, zoning, land use and similar laws, ordinances, regulations and orders of Governmental Entities and no Group Company has received written notice of material violation thereof.
(d) Except as disclosed on Schedule 3.17(d), the Group Companies collectively own or hold under legal, valid, existing and enforceable leases all material machinery, equipment and other tangible personal property used in the Ordinary Course of Business subject to no Lien except for Permitted Liens. The assets and properties held, owned or leased by the Group Companies are adequate, suitable and sufficient for the conduct of their businesses as conducted by the Group Companies during the past twelve (12) months and as currently proposed to be conducted, and all improvements, systems, equipment, machinery and fixtures on the Leased Real Property and all material items of leased personal property are in good condition and repair, subject to ordinary wear and tear, and have not suffered any material casualty or other material damage that has not been repaired.
(e) There are no disputesSchedule 3.17(e) sets forth a true, oral agreements or forbearance programs in effect with respect to any correct and complete list of all Real Property LeaseLeases pursuant to which a Group Company has entered into a rent deferral or similar rent relief arrangement with the landlord thereunder (each, an “Existing Relief Arrangement”), and the Company has delivered to Purchaser true, correct and complete copies of all documents evidencing any Existing Relief Arrangement.
Appears in 1 contract
Real and Personal Property. (ai) Each Set forth on Schedule 4.2(t)(i) of the Company Foothills Disclosure Memorandum is a true, correct, and complete list (by street address) as of the date of this Agreement of all real property owned by Bancorp or the Bank or any of their respective Subsidiaries, including without limitation property carried on the books of the Bank as “Other Real Estate Owned” (the “Owned Real Property”), and all real property leased by Bancorp or the Bank or any of their respective Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, collectively, the “Foothills Properties”). Except for the Foothills Properties, as of the date of this Agreement, neither Bancorp nor the Bank nor any of their respective Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property. Bancorp and the Company Bank and their respective Subsidiaries has have good and valid marketable title toto all of the Owned Real Property (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), or valid leasehold interests in, all its properties and assets, in each case free and clear of any and all EncumbrancesLiens, except Liens for Permitted Encumbrances current Taxes and assessments not yet due and payable for which adequate reserves have been established. There are no unpaid bills or claims for work performed on or at the Foothills Properties other than bills for work that could not, individually has been performed but which are not yet due and payable. Each lease pursuant to which Bancorp or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for Bank or their respective Subsidiaries lease the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Leased Real Property Leases (as defined below) to which it is a partyvalid, except as could notbinding, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property")enforceable, and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect, and neither Bancorp nor the Bank nor any of their respective Subsidiaries, nor any other party to any such lease, is in breach or default under or in violation of any provision of any such lease. The Company Foothills Parties have previously delivered or made available to SmartFinancial a true, correct, and complete copy of each such lease, including all amendments thereto. Each of the Foothills Properties is in good condition (normal wear and tear excepted), conforms with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the Foothills Parties to be adequate for the current business of the Foothills Parties and their respective Subsidiaries. None of the buildings, structures, or other improvements located on any of the Foothills Properties encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way and none of the buildings, structures, or other improvements located on any parcel adjoining the Foothills Properties encroaches upon or over any portion of the Foothills Properties.
(ii) The Foothills Parties and their respective Subsidiaries are entitled to and have exclusive possession of the Leased Real Property. The Foothills Properties are not subject to any other legally binding lease, tenancy, or license or any legally binding agreement to grant any such lease, tenancy, or license that materially interferes with the Foothills Parties’ or their respective Subsidiaries’ use of the Foothills Properties. There is no Person in possession or occupation of, or who has any current right to possession or occupation of, the Foothills Properties other than the Foothills Parties and their respective Subsidiaries. There are no easements of any kind on, in respect of, or affecting the Foothills Properties that materially and adversely affect the rights of the Foothills Parties and their respective Subsidiaries to use the Foothills Properties for the conduct of their business.
(iii) None of the Foothills Properties, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the Foothills Parties have no Knowledge that any of the Foothills Properties, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. There are no special, general, or other assessment proceedings affecting the Foothills Properties which, if as a result of which a special, general, or other assessment were imposed, would materially increase the cost of using and operating the Foothills Properties as currently used and operated by the Foothills Parties and their respective Subsidiaries.
(iv) None of the Foothills Properties are located in any special flood hazard area or zone on any official flood hazard map published by the United States Federal Emergency Management Agency or in any wetland area as designated by the United States Army Corps of Engineers, the United States Environmental Protection Agency, or any applicable state or local agency. The Foothills Properties are appropriately zoned for each of the purposes for which they are being used by the Foothills Parties and their respective Subsidiaries.
(v) Neither Bancorp nor the Bank, nor any of their respective Subsidiaries, has experienced any material restriction in access to or from public roads or any material restriction in access to any utilities, including without limitation water, sewer, drainage, gas, electric, telephone, cable, and internet, used by Bancorp or the Company Subsidiary which is a party to a Real Property Lease has not received Bank or any written notice of any default under such Real Property lease which remains uncured and their respective Subsidiaries in the operation of their business as presently conducted; there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto pending or, to the Company's knowledgeKnowledge of the Foothills Parties, by any other party theretothreatened governmental action that could prohibit or materially interfere with such access; and, and to the Knowledge of the Foothills Parties, no event has occurred thatfact or condition exists which, with the lapse passage of time or the giving of notice notice, or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or may result in the aggregate, reasonably be expected to have a Company Material Adverse Effecttermination of or material reduction or impairment of such access. All existing utilities provided at the Foothills Properties are adequate in all material respects for the Foothills Parties’ and their respective Subsidiaries’ existing use and operation of the Foothills Properties.
(dvi) Except for Permitted EncumbrancesBancorp and the Bank and their respective Subsidiaries have good and marketable title to all personal property owned by them, in each case free and clear of any and all Liens. Each lease pursuant to which Bancorp or the Bank, or any of their respective Subsidiaries, leases personal property is valid, binding, enforceable (subject to the Enforceability Exceptions), and in full force and effect, and neither Bancorp nor the Company Bank, nor any Company Subsidiary is a of their respective Subsidiaries, nor to the Knowledge of the Foothills Parties any other party to any such lease, sublease, license is in default under or other agreement granting to any third party a right to the use, occupancy in breach or enjoyment violation of any Owned Real Property provision of any such lease. The personal property owned or Leased Real Property or any portion thereofleased by Bancorp and the Bank and their respective Subsidiaries is in good condition, normal wear and tear excepted, and is sufficient for the carrying on of the business of Bancorp and the Bank and their respective Subsidiaries in the ordinary course consistent with past practice.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. Except as disclosed in the Commission Documents:
(a) The Company does not have any Owned Real Property.
(b) Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company and or one of its Subsidiaries party thereto, enforceable in accordance with its terms against the Company or one of its Subsidiaries has good 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 valid title to, or valid leasehold interests in, all its properties and assets, free and clear subject to general principles of all Encumbrancesequity), except for Permitted Encumbrances that could 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 Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or disclosed in the aggregateCommission Documents, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company material breach or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunderof its Subsidiaries or, except for such defaults as could notto the Company’s Knowledge, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to 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 material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases in each case if such event would have a material adverse impact on the ability to use any real property leased by the Company or any of its Subsidiaries (collectively, the “Leased Real Property”) for the operation of the Business as currently conducted.
(c) The 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 material assets and properties of the Company and 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
Sources: Ordinary Shares Purchase Agreement (Pagaya Technologies Ltd.)
Real and Personal Property. (ai) Each Section 5H(i)(a) of the Company and Disclosure Letter sets forth the address of each Owned Real Property. Except as set forth on Section 5H(i)(b) of the Company Disclosure Letter, the Company or one of its Subsidiaries has good and valid marketable fee simple title to, or valid leasehold interests in, all its properties and assetsto each Owned Real Property, free and clear of all EncumbrancesLiens, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected (other than Liens created by Buyer). With respect to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Owned Real Property Leases (as defined below) to which it is a partyProperty, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) set forth on Section 3.15(c5H(i)(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied Letter: (whether as tenant, subtenant or pursuant to other occupancy arrangementsa) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party of its Subsidiaries has leased or otherwise granted to any lease, sublease, license or other agreement granting to any third party a Person the right to the use, occupancy use or enjoyment of any occupy such Owned Real Property or Leased any portion thereof; and (b) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof.
(eii) Section 5H(ii)(a) of the Company Disclosure Letter sets forth the address of each Leased Real Property, and a true and complete list of all Leases. The Company or one of its Subsidiaries owns good and valid leasehold interests in and to all the Leases. Except for Permitted Encumbrances, there exist no Liens adversely affecting the use of the Leased Real Property by the Company or any of its Subsidiaries. The Company has not received written notice of any material default under any of the Leases which has not been cured or waived. Except as set forth on Section 5H(ii)(b) of the Company Disclosure Letter, no event has occurred 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. The Company or one of its Subsidiaries have the right to quiet enjoyment of the Leased Real Property for the full term of the applicable Lease to the extent provided in such Lease. Each Lease is a legal, valid and binding obligation of the Company and its Subsidiaries, as applicable, enforceable against the Company and its Subsidiaries in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general, or by general principles of equity. There are no disputesoutstanding options or rights of any Person to acquire the Company’s or any of its Subsidiary’s leasehold interests in any such Leased Real Property. All Leases as set forth in Section 5H(ii)(c) of the Company Disclosure Letter are in full force and effect, oral agreements and neither the Company nor any Subsidiary of the Company, as applicable, is in material default under any provision of such Leases, and, to the knowledge of the Company, no condition exists which (with notice or forbearance programs lapse of time or both) could constitute a material default thereunder in effect each case. True and complete copies of all Leases have been made available for inspection by Buyer prior to the date of this Agreement.
(iii) Except as set forth on Section 5H(iii) of the Company Disclosure Letter, neither the Company nor any Subsidiary of the Company has received written notice of public improvements, annexation, special assessments, zoning or subdivision changes, or other claims or charges with respect to any material part of the Real Property. To the knowledge of the Company, each use of the Real Property Leaseby the Company and its Subsidiaries is and has been valid, permitted and conforming uses in accordance with the current zoning classification of the Real Property, and there are no outstanding variances or special use permits affecting the Real Property or its uses.
(iv) Except (a) as set forth on Section 5H(iv) of the Company Disclosure Letter, (b) as set forth on the Latest Balance Sheet, and (c) for Permitted Encumbrances, the Company or one of its Subsidiaries has good title to all of the assets reflected on the Latest Balance Sheet, except those disposed of by it since the date of the Latest Balance Sheet, free and clear of all Liens. The Company and each of its Subsidiaries leases, licenses, owns or otherwise has the right to use all assets used in and material to the operation of the Business as currently conducted.
Appears in 1 contract
Real and Personal Property. (ai) Each Set forth on Schedule 4.2(s)(i) of the First Advantage Disclosure Memorandum is a true, correct, and complete list (by street address) as of the date of this Agreement of all real property owned by the Company or the Bank or any of their respective Subsidiaries, including without limitation property carried on the books of the Bank as “Other Real Estate Owned” (the “Owned Real Property”), and all real property leased by the Company or the Bank or any of their respective Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, collectively, the “First Advantage Properties”). Except for the First Advantage Properties, as of the date of this Agreement, neither the Company nor the Bank nor any of their respective Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property, other than interests held as a creditor in real property securing Bank Loans. The Company and the Company Bank and their respective Subsidiaries has have good and valid marketable title toto all of the Owned Real Property (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), or valid leasehold interests in, all its properties and assets, in each case free and clear of any and all EncumbrancesLiens, except for Permitted Encumbrances Liens. None of the Owned Real Property is leased by the Company or the Bank or any of their respective Subsidiaries. There are no material unpaid bills or claims for work performed on or at the First Advantage Properties other than bills for work that could nothas been performed but which are not yet due and payable. Each lease pursuant to which the Company or the Bank or their respective Subsidiaries lease the Leased Real Property is valid, individually binding, enforceable, and in full force and effect, and neither the Company nor the Bank nor any of their respective Subsidiaries, nor, to the Knowledge of the Company, any other party to any such lease, is in breach or default under or in violation of any provision of any such lease. The First Advantage Parties have previously delivered or made available to Reliant a true, correct, and complete copy of each such lease, including all amendments thereto. Each of the aggregateFirst Advantage Properties is in good condition (normal wear and tear excepted), conforms with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the First Advantage Parties to be expected to have a Company Material Adverse Effect. Except adequate for the Permitted Encumbrancescurrent business of the First Advantage Parties and their respective Subsidiaries. To the Knowledge of the Company, none of the buildings, structures, or other improvements located on any of the Owned Real Property or the Leased Real Property encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way and none of the buildings, structures, or other improvements located on any parcel adjoining any of the Owned Real Property or, to the Knowledge of the Company, the Leased Real Property encroaches upon or over any portion of the First Advantage Properties.
(ii) The First Advantage Parties and their respective Subsidiaries are entitled to and have exclusive possession of the Leased Real Property. The First Advantage Properties are not subject to any legally binding lease, tenancy, or license or any legally binding agreement to grant any such lease, tenancy, or license that materially interferes with the First Advantage Parties’ or their respective Subsidiaries’ use of the First Advantage Properties. There is no Person in possession or occupation of, or who has any current right to possession or occupation of, the First Advantage Properties other than the First Advantage Parties and their respective Subsidiaries. There are no easements of any kind on, in respect of, or affecting the First Advantage Properties that materially and adversely affect the rights of the First Advantage Parties and their respective Subsidiaries to use the First Advantage Properties for the conduct of their business.
(iii) None of the First Advantage Properties, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the Company has no Knowledge that any of the First Advantage Properties, or any such building, structure, fixture, or improvement, will or may be the subject of, or affected by, any such proceeding. There are no special, general, or other assessment proceedings affecting the First Advantage Properties which, if as a result of which a special, general, or other assessment were imposed, would materially increase the cost of using and operating the First Advantage Properties as currently used and operated by the First Advantage Parties and their respective Subsidiaries.
(iv) None of the First Advantage Properties are located in any special flood hazard area or zone on any official flood hazard map published by the United States Federal Emergency Management Agency or in any wetland area as designated by the United States Army Corps of Engineers, the United States Environmental Protection Agency, or any applicable state or local agency. The First Advantage Properties are appropriately zoned for each of the Company purposes for which they are being used by the First Advantage Parties and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecttheir respective Subsidiaries.
(bv) Neither the Company nor the Bank, nor any Company Subsidiary owns of their respective Subsidiaries, has experienced any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed material restriction in access to or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company from public roads or any Company Subsidiary (collectivelymaterial restriction in access to any utilities, including the improvements thereonwithout limitation water, the "Leased Real Property")sewer, drainage, gas, electric, telephone, cable, and for each Leased Real Propertyinternet, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either used by the Company or the Company Bank or any of their respective Subsidiaries party thereto in the operation of their business as presently conducted; there is no pending or, to the Knowledge of the Company's knowledge, by any other party theretothreatened governmental action that could prohibit or materially interfere with such access; and, and to the Knowledge of the Company, no event has occurred thatfact or condition exists which, with the lapse passage of time or the giving of notice notice, or both, would constitute a default may result in the termination of or the material reduction or impairment of such access. All existing utilities provided at the First Advantage Properties are adequate in all material respects for the First Advantage Parties’ and their respective Subsidiaries’ existing use and operation of the First Advantage Properties.
(vi) The Company and the Bank and their respective Subsidiaries have good and marketable title to all personal property owned by them, in each case free and clear of any and all Liens, except for Permitted Liens. Each lease pursuant to which the Company or the Bank, or any Company Subsidiary thereunderof their respective Subsidiaries, except for such defaults as could notleases personal property is valid, individually or binding, enforceable, and in the aggregatefull force and effect, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, and neither the Company nor the Bank, nor any Company Subsidiary is a of their respective Subsidiaries, nor any other party to any such lease, sublease, license is in default under or other agreement granting to any third party a right to the use, occupancy in breach or enjoyment violation of any Owned Real Property provision of any such lease. The personal property owned or Leased Real Property or any portion thereofleased by the Company and the Bank and their respective Subsidiaries is in good condition, normal wear and tear excepted, and is sufficient for the carrying on of the business of the Company and the Bank and their respective Subsidiaries in the ordinary course consistent with past practice.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each of the The Acquired Companies do not own any real property, and since December 31, 2020, have not owned, directly or indirectly, any real property or interests in real property. No Acquired Company and the Company Subsidiaries has good and valid title is obligated under, or is a party to, any option, right of first refusal or valid leasehold interests inother contractual arrangement to which an Acquired Company is a party to purchase, all its properties and assetsacquire, free and clear sell, assign or dispose of all Encumbrances, except for Permitted Encumbrances that could notany real property or any portion thereof or interest therein.
(b) Except as would not reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have the Acquired Companies, taken as a whole, (i) each Acquired Company Material Adverse Effect. Except for the Permitted Encumbranceshas a good and valid leasehold, subleasehold, license or other similarly applicable interest in each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise used or occupied by such Acquired Company (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the “Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"”) under each real property lease, sublease or license entered into by such Acquired Company (including all amendments thereto and guaranties and assignments thereof, the “Company Leases”), (ii) assuming each Company Lease constitutes the legal, valid and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as binding agreement of the date hereof have been made available to Parent. Each Real Property other party thereto, each Company Lease is a valid and binding obligation of on the Acquired Company or a Subsidiary party thereto and is enforceable and in full force and effect in accordance with its terms, subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect. The , relating to creditors’ rights generally, (iii) no Acquired Company is in material default or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice breach of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto orLease, nor, to the Knowledge of the Company's knowledge, by is any other party thereto, and no event has occurred thatwhich, with the notice, lapse of time or the giving of notice or both, would constitute a material default or breach of any such Company Lease by any Acquired Company or the other party thereto, and (iv) with respect to each Company Lease listed in Section 3.08(a)(xii) of the Company Disclosure Schedule, there are no subleases, licenses, assignments, occupancy agreements or other similar Contracts under which any Acquired Company grants to any Person, other than to another Acquired Company, the right of use or occupancy of all or any portion of any Company Subsidiary thereunderLeased Real Property other than those subleases, except for such defaults licenses, assignments, occupancy agreements or other similar Contracts listed in Section 3.08(a)(xii) of the Company Disclosure Schedule. Except as could nothas not been, or would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, the Company Leased Real Property constitutes all of the real property used by the Acquired Companies, is in good operating condition and in a state of good maintenance and repair, subject to normal wear and tear, and is adequate for the conduct of the business of the Acquired Companies.
(c) Except for assets disposed of by the Acquired Companies in the ordinary course of business consistent with past practice since the Balance Sheet Date, each Acquired Company owns good title to, or holds pursuant to valid and enforceable leases of, all of the tangible personal property owned or leased by it, free and clear of all Liens, other than Permitted Liens, except as would not reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrancesbe, neither individually or in the Company nor any Company Subsidiary is a party to any leaseaggregate, sublease, license or other agreement granting to any third party a right material to the useAcquired Companies, occupancy taken as a whole. Except as would not reasonably be expected to be, individually or enjoyment in the aggregate, material to the Acquired Companies, taken as a whole, such personal property is free of any Owned Real Property or Leased Real Property or any portion thereofmaterial defects and in good operating condition and in a state of good maintenance and repair, subject to normal wear and tear, and is adequate for the conduct of the business of the Acquired Companies.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Sources: Merger Agreement (Aon PLC)
Real and Personal Property. (a) Each Neither the Company nor any Company Subsidiaries own, or have ever owned, any real property.
(b) Section 3.15(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company Subsidiaries or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has good provided Parent a correct and valid title tocomplete copy of each such Lease, or valid leasehold interests in, and all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could amendments thereto.
(c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and each Company Subsidiary, taken as a whole, the Company and each Company Subsidiary, as applicable, have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each valid leasehold or sublease interests in all of the Company Leased Real Property, free and the Company Subsidiaries enjoys peaceful and undisturbed possession under clear of all Real Property Leases (Liens, other than Permitted Liens. Except as defined below) to which it is a party, except as could would not, individually or in the aggregate, reasonably be expected to have be material to the Company and each Company Subsidiary, taken as a whole, the Company Material Adverse Effectand each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases.
(bd) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether Except as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to be material to the Company and each Company Subsidiary, taken as a whole, each Lease for any Company Leased Real Property is a valid, binding and enforceable obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto, is in full force and effect and the Company and each Company Subsidiary has performed all material obligations required to be performed by it to date under each such Lease.
(e) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and each Company Subsidiary, taken as a whole, neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. No event has occurred which, if not remedied, would result in a default by the Company in any material respect under each Lease for any Company Leased Real Property, and, to the Company’s Knowledge, no event has occurred which, if not remedied, would result in a default by any party other than the Company in any material respect under each such Lease.
(f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.
: (di) Except for Permitted Encumbrancesto the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any leaseagreement, subleaseor has any outstanding right of first offer, license right of first refusal or other agreement granting to any third party a right option with respect to the use, occupancy purchase or enjoyment sale of any Owned Real Property real property or interest therein, and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Real Property or any portion interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each of Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company, the Company and the Company Subsidiaries has good and valid marketable title to, or valid leasehold interests in, all of its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could notEncumbrances. The Company enjoys peaceful and undisturbed possession under all occupancy agreements for Leased Real Property, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c3.15(b) of the Company Disclosure Schedule sets forth a true true, complete and complete correct list as of the date of this Agreement of all real property leased, subleased, licensed and/or otherwise used or otherwise occupied (whether as tenant, subtenant subtenant, licensee or pursuant to any other occupancy arrangementsarrangement (whether written or otherwise)) by the Company or any Company Subsidiary in connection with the operation of the Company's business as it is now being conducted (collectively, including the improvements thereon, the "Leased Real Property").
(c) Except as set forth in Section 3.15(c)(i) of the Company Disclosure Schedule, and for each Leased Real Propertyno Person, identifies other than the street address Company, possesses, uses or occupies all or any portion of such any Leased Real Property. True and complete copies Section 3.15(c)(ii) of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlordDisclosure Schedule sets forth a true, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired complete and correct list as of the date hereof have been made available of this Agreement of all subleases, licenses or other occupancy arrangements (whether written or otherwise) pursuant to Parent. Each which any Person, other than the Company, possesses, uses or occupies all or any portion of the Leased Real Property Lease is (each, a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect"Sublease").
(d) Except for Permitted Encumbrances, neither the The Company nor does not own in fee any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right real property. With respect to the useLeased Real Property, occupancy there are no pending or, to the knowledge of the Company, threatened proceedings to take all or enjoyment any portion of any Owned Real Property or the Leased Real Property or any portion interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Sources: Merger Agreement (Stryker Corp)
Real and Personal Property. (a) Each of There is no real property owned in fee by the Company and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all any of its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSubsidiaries.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leasedEach lease, subleased, licensed sublease or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary agreement (collectively, including the improvements thereon, the "Leased Real PropertyProperty Leases"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property is the landlordvalid, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid binding and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured , all rent and there is no default under any Real Property Lease either other sums and charges payable by the Company or any of its Subsidiaries as a tenant thereunder are current, and no termination event or condition or uncured default of a material nature on the part of the Company or any of its Subsidiaries party thereto or, to the Company's knowledge, the landlord, exists under any Real Property Lease. The Company and its Subsidiaries have a good and valid leasehold interest in each parcel of real property leased by any other party theretothem, free and clear of all Liens, except those reflected or reserved against in the consolidated balance sheet of the Company dated as of December 31, 1997, and no event has occurred thatLiens imposed upon the leased real property by or on account of the landlords thereof.
(c) Except as set forth in Section 3.17(c) of the Disclosure Schedule, with the lapse of time or the giving of notice or both, would constitute a default by the Company and its Subsidiaries own good and indefeasible title to, or have a valid leasehold interest in or a valid right under contract to use, all tangible personal property that is used in the conduct of their business, free and clear of any Company Subsidiary thereunderLiens, except for such defaults as could not, individually any mechanics or similar statutory liens arising in the aggregate, reasonably be expected to have a Company Material Adverse Effectordinary course of business. All such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is suitable for its current uses.
(d) Except for Permitted Encumbrancesas set forth in Section 3.17(d) of the Disclosure Schedule, neither the Company nor and its Subsidiaries own or have a right to use each trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, database, copyright and other intellectual property owned or used in connection with the operation of the business of the Company and its Subsidiaries, including any Company Subsidiary is a party to any leaseregistrations thereof, sublease, and each license or other agreement granting contract relating thereto (collectively, the "Company Intangible Property"), free and clear of any and all Liens. Section 3.17(d) of the Disclosure Schedule sets forth a complete list of the Company Intangible Property. To the knowledge of the Company, the use of the Company Intangible Property by the Company and its Subsidiaries does not conflict with, infringe upon, violate or interfere with any right, title or interest of any other person. Except as set forth in Section 3.17(d) of the Disclosure Schedule, the Company and its Subsidiaries own or have valid and enforceable licenses or other rights to use, free and clear of any third party a right and all Liens, all software used in connection with the operation of the business of the Company and its Subsidiaries, the use of such software by the Company and its Subsidiaries does not infringe on or otherwise violate the rights of any person, and, to the useknowledge of the Company, occupancy no person is challenging, infringing on or enjoyment otherwise violating, the right of any Owned Real Property or Leased Real Property the Company or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect Subsidiary with respect to any Real Property Leasesuch software used by the Company and its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Intercargo Corp)
Real and Personal Property. (a) Each REAL PROPERTY. SCHEDULE 4.19(a) of the Company and Disclosure Letter sets forth a complete list of all real properties that are owned by the Company or any of the Company Subsidiaries (the "COMPANY OWNED REAL PROPERTY"). The Company and each Company Subsidiary has good and valid 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 will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in SECTION 4.19(a) of the Company Disclosure Letter, all such properties, other than properties and assetsin which the Company or the Company Subsidiaries has leasehold interests, are free and clear of all Encumbrances, Liens and except for Permitted Encumbrances that could not(i) statutory Liens of carriers, individually warehousemen, mechanics, repairmen, workmen and materialmen incurred in the ordinary and usual course of business for amounts not yet overdue or being contested in good faith, (ii) Liens for Taxes not yet due and payable or being contested in good faith in appropriate proceedings during which collection or enforcement is stayed and (iii) Liens that, in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for do not and will not materially interfere with the Permitted Encumbrances, each ability of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession to conduct business as currently conducted (any or all of such liens under all Real Property Leases CLAUSES (as defined belowi), (ii) to which it is a partyor (iii), except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) "PERMITTED LIENS"). Neither the Company nor any Company Subsidiary owns has an option to purchase any real property.
(c) Section 3.15(c. All of the real property leased by the Company and each of the Company Subsidiaries is identified in SECTION 4.19(a) of the Company Disclosure Schedule sets forth a Letter (herein referred to as the "COMPANY LEASED REAL PROPERTY").
(i) STATUS OF LEASES. All leases of the Company Leased Real Property are identified in SECTION 4.19(a)(i) of the Company Disclosure Letter, and true and complete list copies thereof have been delivered to Parent. Each of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) said leases has been duly authorized and executed by the Company or any the Company Subsidiary (collectivelyparty thereto, including is in full force and effect and constitutes the improvements thereonlegal, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a the Company Subsidiary party thereto, and is enforceable in full force accordance with its respective terms, except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and effectsubject to general principles of equity. The Company or the Company Subsidiary which is a party to a Real Property Lease thereto has not received any written notice of any default under any of said leases, nor, to the Knowledge of the Company, has any event occurred which, with notice or the passage of time, or both, would give rise to such Real Property lease which remains uncured a 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 default under any Real Property Lease either by the Company event which, with notice or the Company Subsidiaries party thereto orpassage of time, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute give rise to such a default by default.
(ii) CONDITION OF REAL PROPERTY. Except as set forth in SECTION 4.19()(ii) of the Company Disclosure Letter, all premises constituting a part of the Company Owned Real Property or the Company Leased Real Property are in good operating condition and repair, and there are no material defects in the physical condition of any buildings or improvements constituting part of the Company Subsidiary thereunder, except for such defaults as could notOwned Real Property or the Company Leased Real Property that, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither would materially impair the usefulness of the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or the Company Leased Real Property or any portion thereoffor its current purposes.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each of With respect to each material real property owned by the Company and or any Company Subsidiary (“Owned Real Property”), (i) either the Company Subsidiaries or Company Subsidiary has good and valid marketable title to, or valid leasehold interests in, all its properties and assetsin fee simple to such Owned Real Property, free and clear of all EncumbrancesLiens other than Permitted Liens, except for Permitted Encumbrances that could not(ii) there are no outstanding purchase options, individually rights of first refusal or similar rights in favor of any other Person to purchase such Owned Real Property or any portion thereof or interest therein, and (iii) there are no leases, subleases, licenses, options, rights, concessions or other contracts affecting the ownership, possession or use of any portion of such Owned Real Property, other than, in the aggregatecase of clause (ii) or (iii) above, as would not reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each There are no physical conditions or defects at any of the Owned Real Properties that impair or would impair the continued use of such Owned Real Property in the ordinary course of business as presently conducted at each such Owned Real Property, except for any such conditions or defects that would not reasonably be expected to have a Company and Material Adverse Effect. Neither the Company Subsidiaries enjoys peaceful nor any Company Subsidiary has received notice of any pending, and undisturbed possession under all to the Knowledge of the Company, there is no threatened, condemnation with respect to any of the Owned Real Property Leases (as defined below) to which it is a partyProperties, except as could not, individually or in the aggregate, for any such condemnations that would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true With respect to all leases, subleases and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) contracts under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, uses or occupant occupies any material real property (each a "“Real Property Lease"Leases”), except as would not reasonably be expected to have a Company Material Adverse Effect, (i) that have not been terminated or expired as to the Knowledge of the date hereof have been made available to Parent. Each Company, each Real Property Lease is a valid valid, binding and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or effect and neither the Company nor any Company Subsidiary which nor any other party thereto is a party to a Real Property Lease has not received any written notice in breach or default (with or without notice, lapse of any default under such Real Property lease which remains uncured and there is no default time or both) under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party theretoLease, and (ii) no termination event has occurred that, with or condition or uncured default on the lapse part of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunderor, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary has a good and valid leasehold interest in each parcel of material real property leased by it, free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation with respect to any material real property leased pursuant to any of the Real Property Leases, except for any such defaults as could not, individually or in the aggregate, condemnations that would not reasonably be expected to have a Company Material Adverse Effect.
(dc) Except The Company and the Company Subsidiaries have good and marketable title to, or valid and enforceable rights to use under existing material franchises, easements or licenses, or valid and enforceable leasehold interests in, all of their material tangible personal properties and assets necessary to carry on their businesses as such businesses are now being conducted, free and clear of all Liens, except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofLiens.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each Section 4.18(a) of the Company and Disclosure Letter sets forth the address of the material manufacturing facilities owned by the Company or its Subsidiaries has good as required to be disclosed or referenced in the most recent annual report on Form 10-K filed with the SEC by the Company (the “Material Company Owned Real Property”). Except as is not and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could notwould not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company or one of its Subsidiaries has good and valid fee simple title (or the jurisdictional equivalent) to all real property owned by the Company or any of its Subsidiaries and to all of the buildings, structures and other improvements thereon (the “Owned Real Property”), free and clear of all Liens (other than Permitted Liens). Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could nothave, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, there are no pending, or, to the Knowledge of the Company, threatened in writing, appropriation, condemnation, eminent domain or like proceedings by any Governmental Authority relating to the Owned Real Property. Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person (other than the Company or any of its Subsidiaries) the right to use or occupy such Owned Real Property or any material portion thereof and (ii) other than the rights of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary is a party to any agreement or option to purchase any material real property or interest therein which remains outstanding (other than any rights of tenant pursuant to the terms of a Lease).
(b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens (other than Permitted Liens). With respect to the Leased Real Property, except as set forth on Schedule 4.18(b) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person (other than the Company or any of its Subsidiaries) the right to use or occupy such Leased Real Property or any material portion thereof and (ii) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein, other than, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether Except as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured had and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, would not reasonably be expected to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor or one of its Subsidiaries owns or leases all of the material tangible personal property shown to be owned or leased by the Company or any of its Subsidiaries reflected in the latest audited financial statements included in the Company Subsidiary is a party to any leaseSEC Documents or acquired after the date thereof, subleasefree and clear of all Liens (other than Permitted Liens), license or other agreement granting to any third party a right except to the use, occupancy extent disposed of in the ordinary course of business since the date of the latest audited financial statements included in the Company SEC Documents or enjoyment of any Owned Real Property otherwise no longer held due to casualty or Leased Real Property or any portion thereofdestruction.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Sources: Merger Agreement (Hillenbrand, Inc.)
Real and Personal Property. (a) Each Except as disclosed in Section 4.14(a) of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries has good and valid marketable title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or .
(b) Each of the Company and the Company Subsidiaries is in compliance in all material respects with the aggregate, reasonably be expected to have a Company Material Adverse Effectterms of all Leases. Except for the Permitted Encumbrances, each Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases Leases.
(c) Section 4.14(c) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property owned by the Company or any Company Subsidiary (collectively, "Owned Real Property") and (ii) a true and complete list of all real property leased by the Company or any Company Subsidiary pursuant to a Real Property Lease (collectively, the "Leased Real Property," and together with the Owned Real Property, the "Real Property"). Except as defined belowdisclosed in Section 4.14(c) to which it of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a partyparty to any lease, 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 the Real Property.
(d) To the knowledge of the Company or any Company Subsidiary, the obligations of the Company or the Company Subsidiaries, as applicable, with regard to all applicable covenants, easements and restrictions encumbering the Real Property are being performed in a proper and timely manner by the Company and the Company Subsidiaries. Neither the Company nor the Company Subsidiaries are currently in default under any agreement, order, judgment or decree relating to the Real Property, and no conditions or circumstances exist which, with the giving of notice or passage of time, could constitute a default or breach with respect to the foregoing except as for such defaults and conditions, if any, which could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(be) Except as disclosed in Section 4.14(e) of the Company Disclosure Schedule, (i) neither the Company nor any Company Subsidiary has received notice of any proceedings, claims or disputes, whether pending or threatened, affecting any Real Property, and (ii) neither the Company nor any Company Subsidiary has received notice in the past three years, or any notice which is currently unresolved, from any Governmental Entity having jurisdiction over any Real Property of any threatened suspension, modification or cancellation of certificates of occupancy or permits required under applicable law to occupy and use any Real Property as presently occupied or used. Neither the Company nor any Company Subsidiary owns has received notice of or become aware of any real propertyproposed special assessment which would affect the Real Property nor any notice of increased taxes, assessments or insurance premiums relating to the Real Property.
(cf) Section 3.15(c) To the knowledge of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectivelySubsidiary, the Real Property is zoned so as to permit the current use thereof, and the Company's and/or the Company Subsidiaries' use and operation of the Real Property as presently conducted is not dependent on a nonconforming use or other waiver from a Governmental Entity, the absence of which would materially limit the use of the Real Property or the operations thereon as presently conducted. The Company and the Company Subsidiaries have obtained all appropriate certificates of occupancy, licenses, permits, approvals, easements and rights of way, including proofs of dedication, required to use and operate the improvements thereonReal Property in the manner in which the Real Property is currently being used and operated.
(g) There is free and uninterrupted ingress and egress to each parcel of Real Property from a public street, road or highway (which ingress and egress may in some cases be via an easement which is perpetual or, in the "Leased Real Property"), and for each case of Leased Real Property, identifies at least of a duration equal to the street address term of the applicable lease) suitable for the operation of business as presently conducted upon each parcel of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. The Company or a Subsidiary of the Company (a) Each has good and marketable title to all the real property, if any, reflected in the latest audited balance sheet included in the Company Financial Statements as being owned by the Company or a Subsidiary of the Company and or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assetsOwned Properties”), free and clear of all EncumbrancesLiens, except (i) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) Liens for real property Taxes not yet past due, (iii) easements, rights of way, and other similar encumbrances, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carrier’s Liens and any statutory Liens arising in the ordinary course of business of the Company consistent with past practice, or (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Liens”), and (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Company Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances that could notLiens, individually or and is in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each possession of the Company properties purported to be leased thereunder, and each such lease is valid without Default thereunder by the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) lessee or, to which it is a partythe Knowledge of the Company, except as could notthe lessor. To the Knowledge of the Company, individually there are no pending or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor threatened condemnation proceedings against any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Real Property. The Company Disclosure Schedule sets forth has previously made available to Parent a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available of this Agreement and a true and complete copy of all leases pursuant to Parent. Each Real Property Lease is a valid and binding obligation of which the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto orleases real property, to the Company's knowledge, by any other party together with all amendments thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereof.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each Leased Real Property. Schedule 3.17(a) sets forth a true, correct and complete list of all locations of the Leased Real Property, including, for each such location, the approximate rented square footage, number of employees of the Group Companies working there, base monthly rental amount, total annual rental amount, and scheduled lease expiration date. Each Lease is valid and binding on the Group Company party thereto, and to the knowledge of the Company, against any party thereto, enforceable in accordance with its terms (subject to proper authorization and execution of such Lease by the other party thereto and 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 as set forth on Schedule 3.17(a), each of the Group Companies, and, to the Company’s knowledge, each of the other parties thereto, has performed all material obligations required to be performed by it under each Lease. Except as disclosed on Schedule 3.17(a), (i) there are no subleases or similar written agreements granting to any Person other than a Group Company the right to use or occupy any Leased Real Property, (ii) there are no outstanding options or rights of first refusal to purchase all or a portion of such properties, and (iii) no Group Company has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property. True, correct and complete copies of each Lease has been provided to Parent. The buildings, fixtures and other improvements located at each Leased Real Property are in reasonably good condition (ordinary wear and tear excepted) and are not in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost or to the extent reserved for, written off or written down in the Company Subsidiaries Financial Statements. No Group Company or, to the knowledge of the Company, any other party to any such Lease, is in breach of or default under any such Lease, and no event has occurred that with notice or lapse of time or both, would constitute such a breach or default by the applicable Group Company or, to the knowledge of the Company, any other party to such Lease, or that would permit termination, modification or acceleration under such Lease
(b) Owned Real Property. Schedule 3.17(b) sets forth the address of each Owned Real Property. With respect to each Owned Real Property: (i) the Group Company has good and valid marketable indefeasible fee simple title to, or valid leasehold interests in, all its properties and assetsto such Owned Real Property, free and clear of all EncumbrancesLiens, except for Permitted Encumbrances that could notLiens, individually (ii) except as set forth in Schedule 3.17(b), Company or in Subsidiary has not leased or otherwise granted to any Person the aggregate, reasonably be expected right to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all use or occupy such Owned Real Property Leases or any portion thereof; (as defined belowiii) other than the right of Parent pursuant to which it is a partythis Agreement, except as could notthere are no outstanding options, individually rights of first offer or in the aggregate, reasonably be expected rights of first refusal to have a Company Material Adverse Effect.
(b) purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(c) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license agreement or other agreement granting option to purchase any third party a right to the use, occupancy real property or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofinterest therein.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Sources: Stock Purchase Agreement (Church & Dwight Co Inc /De/)
Real and Personal Property. (a) Each None of the Company and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary thereof owns any real property.
(cb) Section 3.15(c3.17(b) of the Company Seller Disclosure Schedule sets forth a true and complete list list, as of the date hereof, of all real property leasedof the material leases, subleased, licensed material subleases or otherwise occupied (whether as tenant, subtenant other material instruments or material permits pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property owned by another Person (collectively, the “Company Subsidiary is the landlordLeases”), sublandlord, tenant, subtenant, and each leased or occupant (each a "Real Property Lease") that have not been terminated or expired as subleased parcel of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of real property in which the Company or any of its Subsidiaries is a Subsidiary and is in full force and effecttenant, subtenant or occupant thereunder (the “Leased Real Property”). The Company or Leases contain the entire agreement between the landlord of each Leased Real Property and the Company or its Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by other Contract between the landlord and the Company or its Subsidiary affecting the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectLeased Real Property.
(dc) Except for Permitted Encumbrances, neither Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to any lease, sublease, license concession agreement, or other use or occupancy agreement granting to under which the Company or any third party of its Subsidiaries is a right to landlord, sublandlord, licensor, grantor of occupancy rights or sub-lessor of the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property Property, other than any of the foregoing with the Company or any portion a Subsidiary thereof.
(ed) There are no disputesThe Company or its Subsidiaries own all tangible personal property reflected as owned in the Balance Sheet, oral agreements free and clear of all Encumbrances other than Permitted Encumbrances or forbearance programs Contracts entered into in effect with respect the ordinary course of business, except any such personal property that was sold or otherwise disposed of since the Balance Sheet Date or is sold or otherwise disposed of in accordance with, or as contemplated by, the terms set forth herein or the other Transaction Documents. All the tangible personal property purchased or otherwise acquired by the Company and its Subsidiaries since the Balance Sheet Date is owned by the Company or its Subsidiaries free and clear of all Encumbrances, other than Permitted Encumbrances or Contracts entered into in the ordinary course of business, except any such personal property that was sold or otherwise disposed of since the date of the purchase or other acquisition thereof or is sold or otherwise disposed of in accordance with, or as contemplated by, the terms set forth herein or the other Transaction Documents. A copy of the fixed asset register of the Company and each of its Subsidiaries as of August 31, 2012, has been delivered to any Real Property LeasePurchaser prior to the date hereof. Such register contains a complete and correct list in all material respects of the fixed assets of the Company and its Subsidiaries as of August 31, 2012.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (International Shipholding Corp)
Real and Personal Property. (a) Each of the Company and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary of its Subsidiaries owns any real property.
(cb) Section 3.15(cSchedule 2.11(b) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) leased by the Company or any Company Subsidiary of its Subsidiaries (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True Accurate and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "leases relating to Leased Real Property Leaseidentified or required to be identified on Schedule 2.11(b) (the "Leases") that have not been terminated or expired as of the date hereof have been made available to ParentBuyer or its Representatives. Each With respect to each Leased Real Property Lease is a valid and binding obligation of listed or required to be listed on Schedule 2.11(b):
(i) the Company or a Subsidiary of the Company, as applicable, has a valid and is enforceable leasehold interest to the leasehold estate in full force and effect. The the Leased Real Property granted to the Company or the Company Subsidiary which is a party such Subsidiary, as applicable, pursuant to a Real Property such Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity;
(ii) such Lease has not received any written notice of any default under such Real Property lease which remains uncured been duly authorized and there is no default under any Real Property Lease either executed by the Company or such Subsidiary, as applicable;
(iii) neither the Company Subsidiaries party thereto ornor such Subsidiary is in material default under such Lease, nor, to the CompanySeller's knowledge, by has any other party thereto, and no event has occurred thatwhich, with the lapse of time notice or the giving passage of notice time, or both, would constitute give rise to such a default by the Company or such Subsidiary, as applicable;
(iv) to Seller's knowledge, the landlord identified therein is not in material default under such Lease, nor, to Seller's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by such landlord; and
(v) neither the Company Subsidiary thereundernor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease.
(c) To Seller's knowledge, except for such defaults as could not, individually set forth on Schedule 2.11(c) or as specifically disclosed in the aggregateBase Balance Sheet, reasonably be expected and except with respect to leased personal property, the Company and each of its Subsidiaries has good 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 Encumbrances, other than (i) Permitted Encumbrances, (ii) assets that have a Company Material Adverse Effectbeen disposed of since the date of the Base Balance Sheet in the ordinary course of business, and (iii) Encumbrances reflected in the Base Balance Sheet.
(d) Except for Permitted Encumbrances, neither Schedule 2.11(d) sets forth an accurate and complete list of each asset owned or leased by the Company nor any Company Subsidiary and its Subsidiaries with a value in excess of $10,000 on an individual basis as of the date of this Agreement. Each asset identified or required to be identified in Schedule 2.11(d): (i) is a party structurally sound, free of defects and deficiencies and in good condition and repair, in each case, in all material respects (ordinary wear and tear excepted); (ii) complies in all respects with, and is being operated and otherwise used in compliance in all material respects with, all applicable Legal Requirements; and (iii) is adequate and appropriate in all material respects for the uses to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofwhich it is being put.
(e) There are no disputesExcept as set forth on Schedule 2.11(e), oral agreements or forbearance programs in effect with respect the Company is not a party to any Real Property LeaseContracts with, and does not use any of the assets or properties of, Seller or any of its Affiliates or Subsidiaries (other than the Company and its Subsidiaries and their respective employees in their capacity as such).
Appears in 1 contract
Real and Personal Property. (a) Each of the Company and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(cSchedule 2.8(a) of the Company Seller Disclosure Schedule sets forth (x) a true and complete list description of all the real property leasedand facilities leased in connection with the Business (each, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the "a “Leased Real Property")” and collectively, and for the “Leased Real Property”) and, (y) with respect to each Leased Real Property, identifies the street address address, approximate square footage, annual base rent, additional rent and/or operating expenses currently being charged by any landlord based on estimates of the landlord (including any true-up for utility costs, insurance costs, and taxes), the security or other deposit collected and /or applied, including the date on which interest (if any) commenced to accrue thereon, expansion options (if any), the amount of prepaid rent, if any, and the expiration date thereof. A true and complete copy of each lease for each such Leased Real PropertyProperty (including all amendments, subordination and non-disturbance agreements, estoppel certificates and related documents) (each, a “Lease” and collectively, the “Leases”) has been delivered or made available to Buyer. True and complete copies of all agreements With respect to each Lease:
(and any amendments theretoi) under Parent or Seller, as applicable, which the Company or any Company Subsidiary is the landlordtenant under such Lease, sublandlordhas good, tenantvalid and enforceable leasehold interests to the leasehold estate in the Leased Real Property used by Parent or Seller, subtenantas applicable, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity;
(ii) the Lease has been duly authorized and executed, is in full force and effect and there is no existing material default or alleged material default by Parent or Seller, as applicable (nor would Parent or Seller be in material default or alleged to be in material default with the giving of notice, passage of time, or occupant both), and, to the best of Parent’s or Seller’s knowledge, as applicable, except as set forth on Schedule 2.8(a)(ii) of Seller Disclosure Schedule, no party other than Parent or Seller is in default with respect to such party’s obligations under such Lease (or would be in default or alleged to be in default with the giving of notice, passage of time, or both);
(iii) except as set forth on Schedule 2.8(a)(iii) of Seller Disclosure Schedule, all duties or obligations of Parent or Seller, as applicable, required under its respective Lease have been fully performed as of the date hereof, and the respective landlords under the Leases have no outstanding claims against Parent or Seller, as applicable. All duties or obligations of the landlords under the Leases have been fully performed as of the date hereof;
(iv) except as set forth on Schedule 2.8(a)(iv) of Seller Disclosure Schedule, all rental or other payments due under each a "Real Property Lease") that have not been terminated or expired such Lease as of the date hereof have been made available paid in full;
(v) each Lease, as it may have been modified or amended, contains the entire agreement of the landlord and Parent or Seller, as applicable, with respect to the applicable Leased Real Property and there are no other agreements, documents or arrangements (with the landlord or any other party) with respect to the use and occupancy of such Leased Real Property other than the Lease;
(vi) Parent’s or Seller’s, as applicable, possession of the applicable Leased Real Property has not been disturbed, nor has any claim been asserted against Parent or Seller, as applicable, that is or could be adverse to Parent’s or Seller’s interests under such Lease;
(vii) except as set forth on Schedule 2.8(a)(vii) of Seller Disclosure Schedule, such Lease is not subject to any rights of set-off, recoupment or similar deduction or offset;
(viii) Parent and Seller are not aware of any third party (other than the landlord under Parent’s Lease) whose consent is required in connection with the assignment of the Leases, and the assignment of Parent’s or Seller’s, as applicable, rights under such Lease will not impair or conflict with the validity or enforceability of such Lease assuming that all consents and approvals required for such collateral assignment have been obtained; and
(ix) neither Parent nor Seller, as applicable, has assigned or encumbered any of its rights, title or interest in or under such Lease nor has Parent or Seller, as applicable, agreed to any oral modifications of any of the provisions of such Lease.
(b) Schedule 2.8(b)(x) of Seller Disclosure Schedule sets forth a true, correct and complete list of all tangible personal property, machinery, equipment, tools, machine and electric parts, supplies, computers, appliances, office furniture and fixtures and vehicles used in connection with the Business as of October 31, 2010 (collectively, the “Material Personal Property”). Except as set forth on Schedule 2.8(b)(y) of Seller Disclosure Schedule, Parent and Seller have, and at Closing shall transfer to Buyer, good, marketable and valid title to, are the exclusive legal and equitable owners of, and have the unrestricted power and right to sell, assign, and deliver to Buyer, all of the Material Personal Property and assets shown on the Interim Balance Sheet or acquired after the date of the Interim Balance Sheet and all Purchased Assets, free and clear of any Lien except for (i) assets that have been disposed of to nonaffiliated third parties since October 31, 2010 in the ordinary course of business, (ii) Liens expressly reflected in the Interim Balance Sheet, and (iii) Permitted Liens. The assets set forth on Schedule 2.8(b)(x) of Seller Disclosure Schedule constitute all of the tangible personal property assets necessary for the operation of the Business as currently conducted by Parent and Seller and reflected in the Financial Statements and Interim Balance Sheet. Each Real Property Lease asset identified or required to be identified on Schedule 2.8(b)(x) of Seller Disclosure Schedule: (A) is a valid structurally sound, free of material defects and binding obligation deficiencies and in good condition and repair (ordinary wear and tear excepted); (B) complies in all material respects with, and is being operated and otherwise used in full compliance with, all applicable legal requirements; (C) is adequate and appropriate for the uses to which it is being put, and (D) is in the possession of Seller.
(c) Seller does not own nor has it owned any real property, and Parent does not own nor has it owned any real property that is used in connection with the Business. Schedule 2.8(c) of Seller Disclosure Schedule identifies all of the Company assets that are being leased or a Subsidiary licensed to Parent or Seller in connection with the Business. Parent and is in full force Seller have, and effect. The Company at Closing shall transfer to Buyer, good and valid leasehold interest to all of the leased or the Company Subsidiary which is a party licensed assets identified or required to a Real Property Lease has not received any written notice be identified on Schedule 2.8(c) of Seller Disclosure Schedule, free and clear of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, Lien except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectPermitted Liens.
(d) Except for Permitted EncumbrancesThe Purchased Assets will collectively constitute, neither as of the Company nor any Company Subsidiary Closing Date, all of the properties, rights, interests and other tangible and intangible assets necessary to enable Buyer to conduct the Business in the manner in which the Business is a party to any leasecurrently being conducted by Parent and Seller, sublease, license or other agreement granting to any third party a right to such Business as it is reflected in the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofFinancial Statements and Interim Balance Sheet.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
Appears in 1 contract
Real and Personal Property. (a) Each All of the real property owned by the Company or a Subsidiary of the Company and the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(c) set forth on Section 3.15(c4.17(a) of the Company Disclosure Schedule sets forth a true and complete list of all Letter (the “Owned Real Property”). All real property leased, subleased, or licensed from a third party or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary of its Subsidiaries (collectively, including the improvements thereon, the "“Leased Real Property")”) is disclosed in Section 4.17(a) of the Company Disclosure Letter.
(b) Except as would not have a Company Material Adverse Effect, the Company or one of its Subsidiaries has indefeasible fee simple title to each parcel of Owned Real Property and for a valid leasehold, subleasehold or license interest in each parcel of Leased Real Property, identifies the street address of such Leased Real Property. True in each case, free and complete copies clear of all agreements Liens, except Permitted Liens.
(and any amendments theretoc) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as As of the date hereof have been made available hereof, to Parent. Each the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any other party to a lease for the Leased Real Property Lease is a valid and binding obligation of to which the Company or a Subsidiary is a party (each, a “Real Property Lease”) alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under a Real Property Lease. True, correct and complete copies of each Real Property Lease have been provided in the VDR, and each Real Property Lease is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted EncumbrancesTo the Knowledge of the Company, neither none of the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or is in violation of any portion thereofLaws of any Governmental Authority, and neither the Company nor any Subsidiary has received written notice of any such violation.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any pending condemnation proceedings affecting the Owned Real Property Leaseor, to the Knowledge of the Company, any of the Leased Real Property, and to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any threatened or contemplated condemnation proceeding affecting the Owned Real Property or Leased Real Property.
(f) All material tangible assets (including Owned Real Property and Leased Real Property) of the Company and its Subsidiaries are, in the aggregate (and with due consideration for reasonable wear and tear and the age of each specific tangible asset), in sufficient operating condition and repair, except as would not, have a Company Material Adverse Effect.
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Real and Personal Property. (a) Each of the No Acquired Company and the Company Subsidiaries has good and valid title toowns, or valid leasehold interests inhas ever owned, all its properties and assets, free and clear of all Encumbrances, except for Permitted Encumbrances that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary owns any real property.
(cb) Section 3.15(c3.9(b) of the Company Disclosure Schedule sets forth a true and complete list of all Contracts under which any of the Acquired Companies leases, subleases or otherwise occupies or uses any real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary interest therein and all amendments thereto (each a “Lease” and collectively, including the improvements thereon“Leases”) (such underlying property interests, with all easements and other rights appurtenant to such property, the "“Leased Real Property"”). The Seller has delivered or made available to Buyer true, complete and for correct copies of each Lease.
(c) With respect to each Leased Real Property:
(i) the applicable Acquired Company has a valid and enforceable leasehold interest to the leasehold estate pursuant to each pertinent Lease, identifies free and clear of any Encumbrances, other than Permitted Encumbrances;
(ii) each such Lease listed has been duly authorized and executed by the street address applicable Acquired Company;
(iii) none of such the Acquired Companies is a sublessor of, or has assigned any lease covering, any item of Leased Real Property. True and complete copies of all agreements ; and
(and iv) no Acquired Company nor, to the Seller’s Knowledge, any amendments thereto) under which the Company or other party to any Company Subsidiary is the landlordLease, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no material default under any Real Property Lease either by of the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectLeases.
(d) Except as set forth in Section 3.9(d) of the Disclosure Schedule or as specifically disclosed in the Interim Financial Statements, the Acquired Companies have good title to all of the tangible personal property and assets shown on the Interim Financial Statements or acquired after the date of the Interim Financial Statements, free and clear of any Encumbrances, except for the following (collectively referred to as “Permitted Encumbrances”) (i) encumbrances disclosed in the Interim Financial Statements, neither (ii) encumbrances for Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty or are being contested in good faith (and for which, in each case, appropriate reserves have been established in accordance with GAAP), (iii) encumbrances for carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar encumbrances arising in the Company nor Ordinary Course of Business, (iv) encumbrances consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) encumbrances on any Company Subsidiary is real or tangible property acquired or held by the Acquired Companies in the Ordinary Course of Business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such real or tangible property, (vi) encumbrances on real or tangible property securing capital lease obligations, (vii) any interest or title of a party to lessor or sublessor, as lessor or sublessor, under any real or tangible property lease and any precautionary uniform commercial code financing statements filed under any real or tangible property lease, sublease(viii) encumbrances of record or imperfections of title which are not material in character with respect only to such real or tangible property, license amount or other agreement granting extent and which do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby, and (ix) non-exclusive Intellectual Property Licenses to any third party a right to customers of the use, occupancy or enjoyment of any Owned Real Property or Leased Real Property or any portion thereofAcquired Companies which constitute Standard Form Customer Contracts.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any The Leased Real Property Leaseconstitutes all interests of the Acquired Companies in real property currently used in connection with the respective businesses of the Acquired Companies.
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Real and Personal Property. Section 2.10(i) of the Disclosure Schedule ---------------------------------------------------------------------- sets forth the addresses and uses of all real property that the Company owns, leases or subleases, or will own, lease or sublease immediately after giving effect to the Nycomed Acquisition. Except as set forth in Section 2.10(ii) of ------------------- the Disclosure Schedule, the Company has, or will have after giving effect to ----------------------- the Nycomed Acquisition, good, valid and (aif applicable) Each marketable title to those assets reflected on a balance sheet of the Company prepared as of the Closing and delivered to Investor prior thereto (the Company Subsidiaries has good and valid title to, or valid leasehold interests in, all its properties and assets, "Closing Balance Sheet") --------------------- free and clear of all Encumbrancesliens, except claims or encumbrances of any nature, other than liens for Permitted Encumbrances Taxes (as hereinafter defined) not yet due and payable, minor liens and encumbrances that could notdo not materially detract from the value of the property subject thereto or materially impair the operations of the Company, individually or and liens that have otherwise arisen in the aggregate, reasonably ordinary course of business. All equipment included in such properties which is necessary to the business to be expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of conducted by the Company is in good condition and repair (ordinary wear and tear excepted) and all leases of real or personal property to which the Company Subsidiaries enjoys is a party, or will be a party after giving effect to the Nycomed Acquisition, are fully effective and afford, or will afford after giving effect to the Nycomed Acquisition, the Company peaceful and undisturbed possession under all Real Property Leases (as defined below) of the subject matter of the lease. After giving effect to which it the Nycomed Acquisition, the property and assets of the Company will be sufficient for the conduct of the business to be conducted by the Company. The Company is a party, except as could not, individually and after giving effect to the Nycomed Acquisition will not be, in violation of any zoning, building or in safety ordinance, regulation or requirement or other law or regulation applicable to the aggregateoperation of the properties owned or leased or to be owned or leased by it, reasonably be expected to which violation would have a Company Material Adverse Effect.
, nor do circumstances (b) Neither other than the Company nor any Company Subsidiary owns any real property.
(c) Section 3.15(cenvironmental conditions described in Schedule 2.10(iii) of the Disclosure Schedule) exist which to the --------------------------------------------- best knowledge of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant would give rise to other occupancy arrangements) any such violation. There are no defaults by the Company or any Company Subsidiary (collectively, including to the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as best knowledge of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto(including Nycomed), and no event has occurred that, with which might curtail in any material respect the lapse present use of time or the Company's property after giving of notice or both, would constitute a default effect to the Nycomed Acquisition. The performance by the Company or any Company Subsidiary thereunderof this Agreement and the consummation of the Nycomed Acquisition will not result in the termination of, except for such defaults as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment increase of any Owned Real Property or Leased Real Property or amounts payable under, any portion thereofof such leases.
(e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.
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Sources: Stock Purchase Agreement (Albany Molecular Research Inc)